What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-13 compared with 2023-03-15 · 41 added, 37 removed, 355 unchanged (18% of the section changed)

19 unchanged sentences

We have audited The Home Depot, Inc.

and subsidiaries' (the Company) internal control over financial reporting as of January 29, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

and its subsidiaries' (the Company) internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

21 unchanged sentences

Other Information.

Not applicable.

During the fiscal quarter ended January 28, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of the SEC’s Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

7 unchanged sentences

Bastek served as Senior Vice President of Merchandising, Hardlines for the Company, responsible for merchandising and marketing strategies for hardware and garden.

Prior to that role, he was Merchandising Vice President of hardware and tools from December 2013 to January 2019.

Prior to that role, he was Merchandising Vice President for hardware and tools from December 2013 to January 2019.

Bastek began his career in 1989 at HD Supply, formerly known as Maintenance Warehouse, which was originally acquired by the Company in 1997.

Bastek has served in various roles of increasing responsibility, including Global Product Merchant, Senior Merchant, Divisional Merchandise Manager and Merchandising Vice President for building materials.

ANN-MARIE CAMPBELL, age 57, has been Executive Vice President – U.S.

Stores and International Operations since October 2020.

From February 2016 to October 2020, she served as Executive Vice President – U.S.

ANN-MARIE CAMPBELL, age 58, has been Senior Executive Vice President since November 2023.

From October 2020 to October 2023, she served as Executive Vice President – U.S.

Stores and International Operations, from February 2016 to October 2020, she served as Executive Vice President – U.S.

Stores, from January 2009 to February 2016, she served as Division President of the Southern Division, and from December 2005 to January 2009, she served as Vice President – Vendor Services.

9 unchanged sentences

JOHN DEATON, age 50, has been Executive Vice President – Supply Chain & Product Development since November 2021.

From April 2021 to October 2021, he served as Senior Vice President – Operations, from May 2017 to April 2021, he served as Senior Vice President – Supply Chain, from July 2011 to April 2017 he served as Senior Vice President – Brand and Product Development, and from April 2007 to June 2011 he served as Vice President – Supply Chain.

From April 2021 to October 2021, he served as Senior Vice President – Operations;

from May 2017 to April 2021, he served as Senior Vice President – Supply Chain;

from July 2011 to April 2017, he served as Senior Vice President – Brand and Product Development;

and from April 2007 to June 2011, he served as Vice President – Supply Chain.

DECKER, age 61, has served as our Chair since October 2022, and as our President and Chief Executive Officer since March 2022.

24 unchanged sentences

McPhail held positions with Wachovia Securities and Arthur Andersen.

HECTOR PADILLA, age 48, has been Executive Vice President – Outside Sales & Service since May 2021.

He previously served as Division President of the Southern Division from June 2017 to May 2021, and Senior Vice President – Operations from November 2014 to June 2017.

HECTOR PADILLA, age 49, has been Executive Vice President – U.S.

Stores and Operations since November 2023.

He previously served as Executive Vice President – Outside Sales & Services from May 2021 to October 2023, Division President of the Southern Division from June 2017 to May 2021, and Senior Vice President – Operations from November 2014 to June 2017.

Padilla began his career with The Home Depot in 1994 as a store associate and has held roles of increasing responsibility since he joined the Company, serving in various management roles with oversight of field operations and services.

39 unchanged sentences

Exhibit Description Reference

2.1 Agreement and Plan of Merger, dated as of November 15, 2020, by and among The Home Depot, Inc., Coronado Acquisition Sub Inc.

and HD Supply Holdings, Inc.

Form 8-K filed November 18, 2020, Exhibit 2.1

3.1 Amended and Restated Certificate of Incorporation of The Home Depot, Inc.

28 unchanged sentences

Form 8-K filed June 12, 2014, Exhibit 4.3

Fiscal 2022 Form 10-K 67

Exhibit Description Reference

4.11 Form of 4.250% Senior Note due April 1, 2046

4 unchanged sentences

Form 8-K filed February 12, 2016, Exhibit 4.3

Fiscal 2023 Form 10-K

Exhibit Description Reference

4.14 Form of 4.250% Senior Note due April 1, 2046

54 unchanged sentences

Form 8-K filed September 19, 2022, Exhibit 4.4

F orm of 5.125% Note due A p ril 30, 2025

Form 8-K filed December 4, 2023, Exhibit 4.2

F orm of 4.950% Note due September 30, 2026

Form 8-K filed December 4, 2023, Exhibit 4.3

F orm of 4.900% Note due April 15, 2029

Form 8-K filed December 4, 2023, Exhibit 4.4

Description of Securities

23 unchanged sentences

HD Supply Restoration Plan

Form 10-K for the fiscal year ended January 29, 2023, Exhibit 10.9

10.10 † The Home Depot, Inc.

12 unchanged sentences

Form 8-K filed November 15, 2007, Exhibit 10.1

10.15 † Form of Equity Award Terms and Conditions Agreement Pursuant to The Home Depot, Inc.

2005 Omnibus Stock Incentive Plan

Form 8-K filed March 2, 2011, Exhibit 10.1

† Form of Executive Officer Equity Award Terms and Conditions Agreement Pursuant to The Home Depot, Inc.

4 unchanged sentences

Form 8-K filed March 8, 2016, Exhibit 10.1

10.18 † Form of Executive Officer Equity Award Agreement (Performance Based Restricted Stock) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed March 8, 2016, Exhibit 10.2

† Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc.

1 unchanged sentence

Form 10-K for the fiscal year ended January 29, 2017, Exhibit 10.21

10.20 † Form of Executive Officer Equity Award Agreement (Performance Based Restricted Stock) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed February 28, 2018, Exhibit 10.2

† Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc.

7 unchanged sentences

Form 8-K filed March 4, 2019, Exhibit 10.3

Fiscal 2022 Form 10-K 69

Exhibit Description Reference

† Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc.

7 unchanged sentences

Form 8-K filed March 1, 2021, Exhibit 10.1

Fiscal 2023 Form 10-K

Exhibit Description Reference

† Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.

4 unchanged sentences

Form 8-K filed May 24, 2022, Exhibit 10.3

† Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.

Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022

Form 8-K filed February 28, 2023, Exhibit 10.1

† Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.

Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022

Form 8-K filed February 28, 2023, Exhibit 10.2

10.29 † Form of Nonemployee Director Deferred Share Award Agreement Pursuant to The Home Depot, Inc.

7 unchanged sentences

Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.1

10.32 † Employment Arrangement between Craig A.

Menear and The Home Depot, Inc., dated October 16, 2014

Form 10-Q for the fiscal quarter ended November 2, 2014, Exhibit 10.2

10.33 † Employment Arrangement between Craig A.

Menear and The Home Depot, Inc., dated February 24, 2022

Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.2

10.34 † Employment Arrangement between Ann-Marie Campbell and The Home Depot, Inc., dated October 25, 2023

Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.3

10.35 *† Employment Arrangement between Jeff Kinnaird and The Home Depot, Inc., dated October 1, 2020

Form 10-Q for the fiscal quarter ended October 29, 2023, Exhibit 10.1

Separation Agreement between Jeffrey G.

Kinnaird and The Home Depot, Inc., dated April 17, 2023

Form 10-Q for the fiscal quarter ended April 30, 2023, Exhibit 10.3

10.36 † Employment Arrangement between Matthew A.

1 unchanged sentence

Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.3

Employment Arrangement between Teresa Wynn Roseb orough and The Home Depot, Inc., dated September 28, 20 11

21 * List of Subsidiaries of the Company

2 unchanged sentences

31.2 * Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)

32.1 ‡ Certification of the C hair, Pr e siden t and Chief Executive Officer furnished pursuant Section 906 of the Sarbanes-Oxley Act of 2002

32.1 ‡ Certification of the Chair, President and Chief Executive Officer furnished pursuant Section 906 of the Sarbanes-Oxley Act of 2002

32.2 ‡ Certification of Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The Home Depot, Inc.

Executive Compensation Clawback Policy

Fiscal 2023 Form 10-K

Exhibit Description Reference

32.2 ‡ Certification of Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

23 unchanged sentences

(Principal Financial Officer)

/s/ S TEPHEN L.

Vice President, Chief Accounting Officer and Corporate Controller

/s/ K IMBERLY R.

Senior Vice President — Finance, Chief Accounting Officer and Controller

(Principal Accounting Officer)

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures