HOME DEPOT, INC. - FORM 8-K

HOME DEPOT, INC. - FORM 8-K - May 22, 2012

HOME DEPOT, INC. Reports

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): May 17, 2012

__________________

THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in Charter)

__________________



Delaware	1-8207	95-3261426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2455 Paces Ferry Road, N.W., Atlanta, Georgia 30339

(Address of Principal Executive Offices) (Zip Code)

(770) 433-8211

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company's 2012 Annual Meeting of Shareholders was held on May 17, 2012. At the meeting, shareholders voted on the following items:

Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors:



	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES

F. Duane Ackerman	1,072,779,296	25,856,344	1,074,213	222,318,885
Francis S. Blake	1,048,541,424	50,133,359	1,035,070	222,318,885
Ari Bousbib	1,078,310,260	20,263,419	1,136,174	222,318,885
Gregory D. Brenneman	1,067,098,627	31,528,527	1,082,699	222,318,885
J. Frank Brown	1,077,931,511	20,666,881	1,111,461	222,318,885
Albert P. Carey	1,011,110,934	84,350,049	4,248,870	222,318,885
Armando Codina	1,010,287,191	85,176,200	4,246,462	222,318,885
Bonnie G. Hill	999,881,167	95,637,400	4,191,286	222,318,885
Karen L. Katen	1,021,545,145	77,153,933	1,010,775	222,318,885
Ronald L. Sargent	1,057,475,469	41,128,518	1,105,866	222,318,885

Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2012 was ratified.

Proposal 3: An advisory vote on executive compensation was approved.

Proposal 4: The amendment to the Company's Employee Stock Purchase Plan to increase the number of reserved shares by 20,000,000 was approved.

Proposal 5: A shareholder proposal regarding an advisory vote on political contributions was not approved.

Proposal 6: A shareholder proposal regarding an employment diversity report was not approved.

Proposal 7: A shareholder proposal regarding the removal of procedural safeguards from the Company's shareholder written consent right was not approved.

Proposal 8: A shareholder proposal regarding a change in the percentage of outstanding shares required to call special shareholder meetings was not approved.

Proposal 9: A shareholder proposal regarding charitable contributions was not approved.

Proposal 10: A shareholder proposal regarding a stormwater management policy was not approved.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	THE HOME DEPOT, INC.

	By:	/s/ Teresa Wynn Roseborough
	Name:	Teresa Wynn Roseborough
	Title:	Executive Vice President, General Counsel & Corporate Secretary

Date: May 22, 2012

BROKER
NON-VOTE

1,301,203,809