UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 18, 2005
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware |
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1-8207 |
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95-3261426 |
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(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
2455 Paces Ferry Road, N.W. Atlanta, Georgia 30339
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On
August 18, 2005, the Board of Directors of The Home Depot, Inc. (the
“Company”), upon recommendation of the Leadership
Development and Compensation Committee, modified the compensation of non-management directors. Changes to the cash
retainer and committee retainer fees are effective August 18, 2005.
All other changes are effective for the compensation year beginning
with the 2006 Annual Meeting of Stockholders.
The
annual cash retainer was increased to $50,000. The annual stock
retainer was increased to $230,000 payable in the form of deferred
shares granted under the Company’s 2005 Omnibus Stock Incentive
Plan. The annual award of options to purchase 9,000 shares of the
Company’s common stock was eliminated. The Audit
Committee chair retainer was increased to $15,000 and the chair
retainer for all other committees was increased to $10,000. In all
other respects, the compensation of non-management directors remains
unchanged.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On August 19, 2005, in connection with organizational changes announced by the Company, and as
more fully described in the Company’s press release attached hereto as Exhibit 99.1, Mr. Tom Taylor
replaces Mr. John Costello as Executive Vice President – Merchandising and Marketing. The Company
expects that it will enter into a separation agreement with Mr. Costello. Mr. Carl Liebert, age 40,
the
Company’s former Senior Vice President – Operations, replaces Mr. Taylor as Executive Vice
President – Home Depot Stores. Mr. Liebert’s appointment is subject to no fixed term.
Mr. Liebert has been with the Company for two years. Since June 2004, he has served as Senior
Vice President – Operations and as Vice President – Operations from August 2003 to June 2004. From
2001 until 2003, Mr. Liebert served as Division President of Circuit City Stores, Inc.
Mr. Liebert’s annual base salary will be $575,000, and he will also be entitled to participate
in the Company’s Management Incentive Program, which provides an annual incentive target of up to
100% of his base salary, based on achieving established goals. Mr. Liebert will also be eligible to
participate in the Company’s Long-Term Incentive Plan, which provides an incentive target of 75% of
his base salary, based on a three-year performance period that begins annually. In connection with
his appointment, the Leadership Development and Compensation Committee authorized the award to Mr.
Liebert, effective at the next regularly scheduled meeting of the Committee, of a special grant of
40,000 non-qualified stock options exercisable in accordance with the 2005 Omnibus Stock Incentive
Plan, of which 25% will become exercisable on each of the second through fifth anniversaries of the
grant date and all of which will expire on the earlier to occur of the tenth anniversary of the
grant date and a specified period after termination of employment.
In addition to benefits available to all salaried associates of the Company, Mr. Liebert will
receive additional benefits consisting of (i) a $250,000 death benefit only insurance policy; (ii)
a benefit allowance of $25,000 in the Company’s Supplemental Executive Choice Program (providing
for the purchase of additional insurance or the reimbursement of financial services or health care
expenses); and (iii) continued participation in the Company’s leased car program.
Upon
termination of Mr. Liebert’s employment by the Company, Mr. Liebert is subject to
confidentiality restrictions and non-compete and non-solicitation provisions during the 36-month
period following the termination of his employment by the Company.