HD » Topics » THE COMPANYS CERTIFICATE OF INCORPORATION.

This excerpt taken from the HD DEF 14A filed Apr 15, 2009.

THE COMPANY’S CERTIFICATE OF INCORPORATION.

 

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SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING

(ITEM 4 ON THE PROXY CARD)

 

Mrs. Evelyn Y. Davis, located at Watergate Office Building, Suite 215, 2600 Virginia Avenue, N.W., Washington, D.C. 20037, is the beneficial owner of 300 shares of the Company’s common stock and has submitted the following resolution:

RESOLVED: “That the stockholders of Home Depot, assembled in Annual Meeting in person and by proxy, hereby request the Board of Directors to take the necessary steps to provide for cumulative voting in the election of directors, which means each stockholder shall be entitled to as many votes as shall equal the number of shares he or she owns multiplied by the number of directors to be elected, and he or she may cast all of such votes for a single candidate, or any two or more of them as he or she may see fit.”

REASONS: “Many states have mandatory cumulative voting, so do National Banks.”

“In addition, many corporations have adopted cumulative voting.”

“If you AGREE, please mark your proxy FOR this resolution.”

 

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RESPONSE TO PROPOSAL REGARDING CUMULATIVE VOTING

 

The Company recommends that you vote against this shareholder proposal. The Company’s system of voting entitles each share of stock to one vote for each director nominee. We believe that this system is more likely to produce a Board that considers and promotes the interests of shareholders as a whole. Cumulative voting could enable an individual shareholder or a small group of shareholders to elect directors whose primary objective could be to advocate special interests. Such directors are likely to promote a narrow agenda (on behalf of those shareholders responsible for their election) at the expense of shareholders as a whole, engendering partisanship and factionalism that could distract Board members from their duty to serve the best interests of all shareholders. Unlike the system favored by the proponent, a system of one vote per share for each nominee is widely-used and accepted among U.S. companies.

"THE COMPANYS CERTIFICATE OF INCORPORATION." elsewhere:

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