THE HOME DEPOT

THE HOME DEPOT

PROXY STATEMENT

AND

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 21, 2020

at 9:00 a.m., Eastern Time

COBB GALLERIA CENTRE,

ATLANTA, GA

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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

in our stores, associates, interconnected and digital experience, pro customer experience, services business,

supply chain, and product and innovation.

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:

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Dividend Principle: Look to increase the dividend every year as we grow earnings

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Return on Invested Capital Principle: Maintain a high return on invested capital, benchmarking all uses of

excess liquidity against value created for shareholders through share repurchases

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Share Repurchase Principle: After meeting the needs of the business, look to return excess cash to

shareholders in the form of share repurchases

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 2019 Form 10-K.

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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 over 40 years ago. We have highlighted for you below some actions we took in

Fiscal 2019 to ensure we are optimizing our governance practices to support continued value creation over the

long term. And while this letter focuses primarily on Fiscal 2019, as a result of the COVID-19 pandemic, our

focus today is on operating our business while taking care of our customers and associates. Our Board is engaged

to oversee and support our response, and we thank our associates for their hard work and dedication to taking

care of our customers and each other.

Strategic Engagement and Oversight. In late 2017, 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 as the Company has progressed

through the first two years of implementation, the Board¡¯s oversight and engagement has helped to continue to

refine it. Company strategy is discussed regularly at Board meetings, and directors annually participate in an indepth strategy session with management. Through these strategy sessions we tap into the ideas, viewpoints

and experiences of our diverse and highly-skilled board members.

Board Composition. Over the last several years, the Board has actively focused on refreshment to align its

strengths with the evolving retail landscape. This focus has led to the addition of six new directors in the past

six years, including two new directors in Fiscal 2018. Collectively, the new directors have provided additional

skills in the areas of e-commerce, IT and cybersecurity, strategic management, and customer experience, among

other areas, all of which are valuable skill sets as we implement our One Home Depot strategy. While no new

directors were added to our Board in Fiscal 2019, our Board, with the assistance of the NCG Committee, continues

to assess its composition so that it is prepared to make any future changes that are appropriate.

Shareholder Engagement and Governance. Recognizing the growing interest of our investors, the Company

initiated an expanded environmental, social and governance engagement program with our institutional

shareholders in Fiscal 2018, and that program continued in Fiscal 2019. Feedback from those engagements,

combined with the Company¡¯s commitment to governance best practices, led to a number of changes that the

Board approved in Fiscal 2018 and 2019. These changes include enhanced disclosure of the ethnic and gender

diversity of our U.S. workforce, a reduction in the percentage of outstanding shares required to call a special

meeting of shareholders from 25% to 15%, an updated executive compensation clawback policy that specifically

includes conduct that causes significant reputational harm to the Company, and a change to the Company¡¯s

overboarding policy that reduces the number of outside public company boards on which our directors can serve.

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 $13.0 billion to our shareholders in Fiscal 2019 through dividends and share repurchases.

We hope you will be able to join us for our 2020 Annual Meeting of Shareholders on Thursday, May 21, 2020.

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. As noted in the Notice of Meeting and Proxy Statement,

while we hope that we can hold the Meeting in person, in light of COVID-19 concerns, we are prepared to do so

online if it is prudent based on conditions at that time. 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

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THE HOME DEPOT, INC.

2455 Paces Ferry Road

Atlanta, Georgia 30339

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

DATE:

TIME:

PLACE:*

Thursday, May 21, 2020

9:00 a.m., Eastern Time

Cobb Galleria Centre, 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 2021 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 January 31, 2021;

(3)

To cast an advisory vote to approve executive compensation (¡°Say-on-Pay¡±);

(4)

To act on four 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 23, 2020 are entitled

to vote.

ANNUAL MEETING

MATERIALS:

A copy of this Proxy Statement and our 2019 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 6, 2020.

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 https://

ir. and click on ¡°Events and Presentations¡± for details. The webcast will be archived and available

for replay beginning shortly after the Meeting.

*As part of our precautions regarding the novel coronavirus COVID-19, we are planning for the possibility that

the Meeting may be held solely by means of remote communication. If we take this step, we will announce the

decision to do so in advance on our Investor Relations website at

annual-meeting, and details on how to participate, vote, and examine the list of shareholders as of the record

date will be issued by press release, posted at that location on our website, and filed with the SEC as additional

proxy material. You will need the 16-digit control number found on your proxy card, the Notice of Internet Availability

of Proxy Materials, or the voting information form provided by your bank or broker, to participate, vote or view

the shareholder list at the Meeting if we take this step. Please monitor our Investor Relations website at https://

ir.shareholder-services/annual-meeting for updated information. If you are planning to attend

our Meeting, please check the website one week prior to the Meeting date.

By Order of the Board of Directors,

Teresa Wynn Roseborough

Corporate Secretary

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