THE HOME DEPOT

THE HOME DEPOT

PROXY STATEMENT

AND

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 23, 2019 at 9:00 a.m., Eastern Time

COBB GALLERIA CENTRE, ATLANTA, GA

INVESTOR FACTSHEET

Strategy Our One Home Depot strategy aims to deliver shareholder value and grow our market share by providing bestin-class customer service through a seamless, interconnected shopping experience for our customers. We are continuously improving our online and in-store experience and providing enhanced training for our associates. In addition, to ensure we are the product authority in home improvement, we strive to provide unique and comprehensive product offerings, continued innovation, and exceptional convenience and value. To execute our strategy, we have committed approximately $11 billion over a multi-year period to investments across our stores, associates, digital experience and supply chain. Shareholder Return Principles Our first priority for our use of cash is investing in our business, as reflected by our One Home Depot strategy. Our use of the remainder of our cash is guided by our shareholder return principles: ? Dividend Principle: Target payout of approximately 55% of earnings per share (calculated on prior year

earnings per share), with a goal of increasing the dividend every year ? Return on Invested Capital Principle: Maintain high return on invested capital, benchmarking all uses of

excess liquidity against value created for shareholders through share repurchases ? Share Repurchase Principle: After meeting the needs of the business, use excess liquidity to repurchase

shares, as long as it is value creating Key Financial Performance Metrics Set forth below are key financial performance metrics for the indicated fiscal years.

* ROIC is defined as net operating profit after tax, a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period. For a reconciliation of net operating profit after tax to net earnings, the most comparable GAAP financial measure, and our calculation of ROIC, see "Non-GAAP Financial Measures" on page 24 of our 2018 Form 10-K.

DEAR FELLOW SHAREHOLDERS:

Your Board and management team are committed to creating long-term value for our shareholders. This commitment is reflected in our core values, which provide the foundation for our business and reflect the culture that was built by our founders nearly 40 years ago. We would like to highlight for you some actions we took in fiscal 2018 to ensure we are optimizing our governance practices to support continued value creation over the long term.

Strategic Engagement and Oversight. At our December 2017 Investor and Analyst Conference, we outlined our long-term plan to create the One Home Depot experience, including a multi-year investment of approximately $11 billion. The Board's engagement with management to address both the short-term needs and long-term strategies necessary to meet our customers' expectations in a rapidly evolving retail landscape helped to shape this plan and to continue to refine it as the Company began to execute on the plan in fiscal 2018. Company strategy is discussed regularly at Board meetings, and directors annually participate in an in-depth strategy session with management. Through these strategy sessions we tap into the ideas, viewpoints and experiences of our diverse and highly-skilled board members.

Director Refreshment and Recruiting. We have continued to focus on Board refreshment to align our Board's strengths with the evolving retail landscape. New director Stephanie Linnartz, who serves as the Executive Vice President and Global Chief Commercial Officer for Marriott International, joined us in May 2018. She provides us with a significant source of expertise as we roll out the One Home Depot experience, given her critical role in developing the customer experience at Marriott. We also added Manuel Kadre, Chairman and Chief Executive Officer of MBB Auto Group, to our Board in October. His service on other boards and management expertise has further enhanced our Board's financial, strategic, environmental and real estate experience. After 11 years of service, Armando Codina will be retiring from the Board at the end of his current term at the annual meeting in May. Mark Vadon has also decided to step down at the end of his current term in May after serving on our Board for six years. Both have been valued members of our Board, and we deeply appreciate their service to The Home Depot and our shareholders.

Shareholder Engagement and Governance. The Board and management carefully analyzed the results of the voting at the 2018 annual meeting, and at the Board's direction, the Company initiated an expanded environmental, social and governance engagement program with our institutional shareholders. After taking into account feedback from those engagements, combined with the Company's commitment to governance best practices, the Board approved several changes. In late 2018, we enhanced our disclosure of our Company's diversity, providing statistics on our website about the ethnic and gender diversity of our U.S. workforce. This disclosure will become part of our annual Responsibility Report going forward. In February 2019, we reduced the percentage of outstanding shares required to call a special meeting of shareholders from 25% to 15% and updated our executive compensation clawback policy to specifically include conduct that causes significant reputational harm to the Company.

Underpinning all of these actions is a commitment to our shareholders, which is in turn embodied in the shareholder return principles that we have consistently outlined for our investor community. By following these principles, we were able to return value to our shareholders in fiscal 2018 through a 16% increase in our quarterly dividend and $10.0 billion in share repurchases.

We hope you will be able to join us at our 2019 Annual Meeting of Shareholders on Thursday, May 23, 2019. You will find information about the Meeting, including the matters to be voted on at the Meeting, in the enclosed Notice of Meeting and Proxy Statement. The Meeting will also include a report on the Company's performance and operations and a question and answer session. On behalf of our over 400,000 associates and our Board, we thank you for your support of The Home Depot.

Sincerely,

Craig A. Menear Chairman, Chief Executive Officer and President

Gregory D. Brenneman Independent Lead Director

THE HOME DEPOT, INC.

2455 Paces Ferry Road Atlanta, Georgia 30339

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

DATE:

Thursday, May 23, 2019

TIME:

9:00 a.m., Eastern Time

PLACE:

Cobb Galleria Centre ? **NEW LOCATION** Two Galleria Parkway Atlanta, Georgia 30339

ITEMS OF BUSINESS: (1)

To elect as directors of the Company the 12 persons named in the accompanying Proxy Statement for terms expiring at the 2020 Annual Meeting of Shareholders;

(2) To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2020;

(3) To cast an advisory vote to approve executive compensation ("Say-on-Pay");

(4) To act on three shareholder proposals described in the Proxy Statement, if properly presented; and

(5) To transact any other business properly brought before the Meeting.

WHO MAY VOTE:

Shareholders of record as of the close of business on March 25, 2019 are entitled to vote.

ANNUAL MEETING MATERIALS:

A copy of this Proxy Statement and our 2018 Annual Report are available on our Investor Relations website at under "Financial Reports."

DATE OF MAILING:

A Notice of Internet Availability of Proxy Materials or this Proxy Statement is first being sent to shareholders on or about April 8, 2019.

ADDITIONAL INFORMATION:

The enclosed Proxy Statement contains important information, including a description of the business that will be acted upon at the Meeting, voting procedures, and documentation required to attend the Meeting. If you will need special assistance or seating, please contact Allison Spicer at (770) 384-2015.

If you are unable to attend the Meeting, you can listen to the Meeting and view the presentation on the Company's performance through the live webcast on the Internet. Visit our Investor Relations website at and click on "Events and Presentations" for details. The webcast will be archived and available for replay beginning shortly after the meeting.

By Order of the Board of Directors,

Teresa Wynn Roseborough Corporate Secretary

TABLE OF CONTENTS

THE HOME DEPOT 2019 PROXY STATEMENT SUMMARY

iii

CORPORATE GOVERNANCE

1

Board of Directors

1

Board Leadership

1

Committees of the Board of Directors

1

Attendance at Board, Committee and Annual Shareholder Meetings

3

Board Role in Strategic Planning

3

Board Oversight of Risk

4

Company Culture: Doing the Right Thing

6

Shareholder Outreach and Engagement

7

Governance Best Practices

7

Director Independence

8

Related-Party Transactions

10

Selecting Nominees to the Board of Directors

10

Director Candidates Recommended by Shareholders

10

Communicating with the Board

11

ITEM 1: ELECTION OF DIRECTORS

12

Director Criteria and Qualifications

12

Board Refreshment and Diversity

12

2019 Director Nominees

13

ITEM 2: RATIFICATION OF THE APPOINTMENT OF KPMG LLP

21

AUDIT COMMITTEE REPORT

22

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES

23

Audit and Other Fees

23

Pre-Approval Policy and Procedures

23

ITEM 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ("SAY-ON-PAY")

24

ITEM 4: SHAREHOLDER PROPOSAL REGARDING EEO-1 DISCLOSURE

25

Company Response

26

ITEM 5: SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETINGS

28

Company Response

29

ITEM 6: SHAREHOLDER PROPOSAL REGARDING REPORT ON PRISON LABOR IN THE SUPPLY CHAIN

30

Company Response

31

EXECUTIVE COMPENSATION

32

Compensation Discussion and Analysis

32

Summary Compensation Table

46

Material Terms of NEO Employment Arrangements

48

Fiscal 2018 Grants of Plan-Based Awards

49

Terms of Plan-Based Awards Granted to NEOs for Fiscal 2018

50

Outstanding Equity Awards at 2018 Fiscal Year-End

52

Options Exercised and Stock Vested in Fiscal 2018

54

Nonqualified Deferred Compensation for Fiscal 2018

55

Potential Payments Upon Termination or Change in Control

56

CEO Pay Ratio

60

Equity Compensation Plan Information

61

DIRECTOR COMPENSATION

62

LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT

65

BENEFICIAL OWNERSHIP OF COMMON STOCK

66

ABOUT THE 2019 ANNUAL MEETING OF SHAREHOLDERS

68

GENERAL

72

Section 16(a) Beneficial Ownership Reporting Compliance

72

Shareholder Proposals or Director Nominations for the 2020 Annual Meeting

72

Other Proposed Actions

73

Solicitation of Proxies

73

The Home Depot 2019 Proxy Statement

i

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