HD » Topics » WE RECOMMEND THAT YOU VOTE "FOR" THE AMENDMENT TO THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN TO INCREASE RESERVED SHARES

This excerpt taken from the HD DEF 14A filed Apr 11, 2008.

WE RECOMMEND THAT YOU VOTE "FOR"
THE AMENDMENT TO THE COMPANY'S EMPLOYEE
STOCK PURCHASE PLAN TO INCREASE RESERVED SHARES

15



SHAREHOLDER PROPOSAL REGARDING POLITICAL NONPARTISANSHIP
(ITEM 5 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 200 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 recommend that the Corporation affirm its political non-partisanship. To this end the following practices are to be avoided:

      "(a)
      The handing of contribution cards of a single political party to an employee by a supervisor.

      "(b)
      Requesting an employee to send a political contribution to an individual in the Corporation for a subsequent delivery as part of a group of contributions to a political party or fund raising committee.

      "(c)
      Requesting an employee to issue personal checks blank as to payee for subsequent forwarding to a political party, committee or candidate.

      "(d)
      Using supervisory meetings to announce that contribution cards of one party are available and that anyone desiring cards of a different party will be supplied one on request to his supervisor.

      "(e)
      Placing a preponderance of contribution cards of one party at mail station locations."

    REASONS:    "The Corporation must deal with a great number of governmental units, commissions and agencies. It should maintain scrupulous political neutrality to avoid embarrassing entanglements detrimental to its business. Above all, it must avoid the appearance of coercion in encouraging its employees to make political contributions against their personal inclination. The Troy (Ohio) News has condemned partisan solicitation for political purposes by managers in a local company (not Home Depot)." "And if the Company did not engage in any of the above practices, to disclose this to ALL shareholders in each quarterly report."

    "Last year the owners of 118,430,865 shares, representing 10.2% of shares voting, voted FOR this proposal."

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

16



RESPONSE TO PROPOSAL REGARDING POLITICAL NONPARTISANSHIP

The Company recommends that you vote against this shareholder proposal, which shareholders rejected at the 2005, 2006 and 2007 annual meetings. The Company already has a policy supporting political non-partisanship that prohibits the activities proposed to be banned by this proposal, plus more. Such activities are also illegal under federal election law. The policy states that "The Home Depot . . . does not permit the use of corporate resources or company time for personal political matters" and "The Home Depot does NOT allow solicitation or distribution of literature on company property by any associate or organization unless required by law." Since the Company already maintains a formal policy that supports a nonpartisan atmosphere and addresses the specific concerns raised by this proposal, the Company does not believe that adoption of the proposal would enhance its existing commitment to nonpartisan political activities.

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