Bylaw Amendment · Shareholder Vote

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 21, 2026 __________________ 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 , 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.05 Par Value Per Share HD New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The 2026 Annual Meeting of Shareholders of The Home Depot, Inc. (the “Company”) was held on May 21, 2026 (the “2026 Annual Meeting”), at which the Company’s shareholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to: (i) eliminate the monetary liability of certain officers in circumstances similar to, but more limited than, the protections that the Charter already affords to members of the Company’s Board of Directors, as permitted by Delaware law; and (ii) approve the implementation of miscellaneous amendments to the Company’s Charter (collectively, the “Proposed Amendments”). The Proposed Amendments are described in detail under “Item 4: Company Proposal to Approve the Adoption of an Amendment to the Charter to Add Officer Exculpation” and “Item 5: Company Proposal to Approve the Implementation of Miscellaneous Amendments to the Charter” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026 (the “2026 Proxy Statement”). The description of the Proposed Amendments is qualified in its entirety by reference to the full text of the certificate of incorporation, as amended by the Proposed Amendments (the “Restated Charter”), which is filed as Exhibit 3.1 hereto and incorporated herein by reference. The Restated Charter became effective upon its filing with the Secretary of State of the State of Delaware on May 21, 2026. Item 5.07.    Submission of Matters to a Vote of Security Holders. At the 2026 Annual Meeting, the Company’s shareholders voted on the matters set forth below. Below are the final vote results from the 2026 Annual Meeting. Proposal 1 : The following nominees were elected by majority vote to serve on the Board of Directors for one-year terms expiring at the next annual meeting of shareholders: FOR AGAINST ABSTAIN BROKER NON-VOTES Gerard J. Arpey 702,196,749 15,710,528 1,118,494 130,876,592 Ari Bousbib 691,613,904 26,299,750 1,112,117 130,876,592 Jeffery H. Boyd 655,391,197 62,548,294 1,086,280 130,876,592 Gregory D. Brenneman 696,091,718 21,854,913 1,079,140 130,876,592 J. Frank Brown 683,033,820 34,895,036 1,096,915 130,876,592 Edward P. Decker 677,453,724 37,677,735 3,894,312 130,876,592 Wayne M. Hewett 685,104,518 32,860,006 1,061,247 130,876,592 Manuel Kadre 713,560,939 4,339,500 1,125,332 130,876,592 Stephanie C. Linnartz 713,542,818 4,416,668 1,066,285 130,876,592 Paula A. Santilli 706,880,819 10,597,933 1,547,019 130,876,592 Caryn Seidman-Becker 702,460,806 15,004,501 1,560,464 130,876,592 Asha Sharma 710,478,385 7,419,441 1,127,945 130,876,592 Proposal 2 : The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified. FOR AGAINST ABSTAIN BROKER NON-VOTE 801,070,887 47,512,324 1,319,152 N/A Proposal 3 : The advisory vote to approve executive compensation as set forth in the 2026 Proxy Statement was approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 671,264,064 44,192,869 3,568,838 130,876,592 2 Proposal 4 : The Company’s proposal regarding the adoption of an amendment to the Company’s Charter to add officer exculpation was approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 643,779,255 73,036,610 2,209,906 130,876,592 Proposal 5 : The Company’s proposal regarding the implementation of miscellaneous amendments to the Company’s Charter was approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 706,316,924 10,334,366 2,374,481 130,876,592 Proposal 6 : A shareholder proposal regarding the evaluation of the recycling-related plastics targets was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 6,094,427 703,282,325 9,649,019 130,876,592 Proposal 7 : A shareholder proposal regarding a report on packaging policies for plastics was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 123,822,119 586,814,951 8,388,701 130,876,592 Proposal 8 : A shareholder proposal regarding a report on customer data privacy risks was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 62,948,880 645,876,261 10,200,630 130,876,592 Proposal 9 : A shareholder proposal regarding an independent board chair was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 186,314,484 529,442,336 3,268,951 130,876,592 Proposal 10 : A shareholder proposal regarding a biodiversity impact and dependency assessment was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 101,565,129 608,334,900 9,125,742 130,876,592 Proposal 11 : A shareholder proposal regarding a report on sufficiency of associates’ access to healthcare was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 57,856,691 651,068,729 10,100,351 130,876,592 Proposal 12 : A shareholder proposal regarding a report on discrimination in charitable support was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 6,329,736 703,080,320 9,615,715 130,876,592 Item 9.01.    Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Restated Certificate of Incorporation of The Home Depot, Inc., dated May 21, 2026 104 Cover Page Interactive Data File (formatted as Inline XBRL). 3 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. Date: May 26, 2026 By: /s/ Teresa Wynn Roseborough Name: Teresa Wynn Roseborough       Title: Executive Vice President, General Counsel and Corporate Secretary 4