false000076447800007644782024-06-122024-06-12

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) June 12, 2024

Image - Image1.jpeg

BEST BUY CO., INC.

(Exact name of registrant as specified in its charter)

Minnesota

1-9595

41-0907483

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7601 Penn Avenue South

Richfield, Minnesota

55423

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (612) 291-1000

N/A

(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:

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

Name of exchange on which registered

Common Stock, $0.10 par value per share

BBY

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 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 5.07 Submission of Matters to a Vote of Security Holders.

‌

On June 12, 2024, Best Buy Co., Inc. (the “registrant”) held its Regular Meeting of Shareholders (the “Meeting”). At the close of business on April 15, 2024, the record date for the determination of shareholders to vote at the Meeting, there were 216,352,418 shares of common stock of the registrant issued and outstanding. The holders of 194,879,689 shares of common stock were represented either in person or by proxy at the Meeting, which constituted a quorum.

‌

The final results of the votes of the shareholders of the registrant are set forth below:

‌

1. Election of Directors. The following individuals were elected as directors for a term of one year, based upon the following votes:

Director Nominee

For

Against

Abstain

Broker Non-Vote

Corie S. Barry

176,727,922

643,860

163,310

17,344,597

Lisa M. Caputo

172,296,520

5,076,619

161,953

17,344,597

David W. Kenny

173,671,033

3,694,406

169,653

17,344,597

David C. Kimbell

176,295,045

1,070,998

169,049

17,344,597

Mario J. Marte

‌

176,341,461

‌

1,026,770

‌

166,861

‌

17,344,597

Karen A. McLoughlin

176,901,085

471,225

162,782

17,344,597

Claudia F. Munce

176,876,995

494,834

163,263

17,344,597

Richelle P. Parham

175,345,032

2,026,494

163,566

17,344,597

Steven E. Rendle

176,857,124

494,778

183,190

17,344,597

Sima D. Sistani

176,266,891

1,096,039

172,162

17,344,597

Melinda D. Whittington

176,928,114

443,849

163,129

17,344,597

2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the registrant’s independent registered public accounting firm for the fiscal year ending February 1, 2025, was ratified based upon the following votes:

For

Against

Abstain

Broker Non-Vote

191,604,556

‌

3,090,415

‌

184,718

—

3. Advisory Vote on Executive Compensation. The proposal relating to the non-binding advisory vote to approve the executive compensation of the registrant was approved by shareholders based upon the following votes:

For

Against

Abstain

Broker Non-Vote

162,888,486

‌

14,350,016

‌

296,590

‌

17,344,597

4.Vote on a Shareholder Proposal. The shareholder proposal entitled “Shareholder Opportunity to Vote on Excessive Golden Parachutes” was rejected by shareholders based on the following votes:

For

Against

Abstain

Broker Non-Vote

11,109,365

‌

165,910,794

‌

514,933

‌

17,344,597

For additional information regarding the registrant, see the registrant's Annual Report on Form 10-K for the fiscal year ended February 3, 2024, and Proxy Statement dated April 30, 2024. Best Buy's Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the registrant.


‎

2

SIGNATURES

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.

BEST BUY CO., INC.

(Registrant)

Date: June 14, 2024

By:

/s/ TODD G. HARTMAN

Todd G. Hartman

Executive Vice President, General Counsel, Chief Risk Officer and Secretary

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v3.24.1.1.u2
Document And Entity Information
Jun. 12, 2024
Document And Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jun. 12, 2024
Entity Registrant Name BEST BUY CO., INC.
Entity Incorporation, State or Country Code MN
Entity File Number 1-9595
Entity Tax Identification Number 41-0907483
Entity Address, Address Line One 7601 Penn Avenue South
Entity Address, City or Town Richfield
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55423
City Area Code 612
Local Phone Number 291-1000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.10 par value per share
Trading Symbol BBY
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000764478
Amendment Flag false
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