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) DECEMBER 17, 2004
THE HOME DEPOT, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8207 95-3261426
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2455 Paces Ferry Road, Atlanta, Georgia 30339-4024
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 433-8211
-----------------------------------------------------------------
(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))
Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On December 17, 2004, the Board of Directors of The Home Depot, Inc.
appointed Mr. Tom Taylor, age 38, as its Executive Vice President - Home Depot
Stores, a newly-created position, with responsibility for execution across all
of the Company's U.S. and Mexico stores. Mr. Taylor's appointment is effective
on December 20, 2004 and is subject to no fixed term.
Mr. Taylor has been with The Home Depot for 21 years and has served in
a variety of capacities. Since February 2003, he has been Division President of
the Company's Eastern Division. From November 1999 to May 2001 and again from
January 2002 to February 2003, he was Division President of the Northwest
Division. From May 2001 to January 2002, he served as the Company's Senior Vice
President of the PRO Contractor Business.
Mr. Taylor's annual base salary will be $615,000, and he will also be
entitled to participate in the Company's Management Incentive Program, which
provides an annual incentive target of up to 100% of his base salary, based on
achieving established goals. Mr. Taylor will also be eligible to participate in
the Company's Long-Term Incentive Plan, which provides an incentive target of
75% of his base salary, based on a three-year performance period that begins
annually. In connection with his appointment, the Leadership Development and
Compensation Committee authorized the award to Mr. Taylor, effective February
24, 2005, of a special grant of 30,000 non-qualified stock options exercisable
in accordance with the 1997 Omnibus Stock Incentive Plan (the "1997 Plan"), of
which 25% will become exercisable on each of the second through fifth
anniversaries of the grant date and all of which will expire on the earlier to
occur of the tenth anniversary of the grant date and a specified period after
termination of employment. Such Committee also authorized a special grant to Mr.
Taylor, effective as stated above, of 20,000 shares of restricted stock in
accordance with the 1997 Plan, which shares vest after five years.
In addition to benefits available to all salaried associates of the
Company, Mr. Taylor will receive additional benefits consisting of (i) a
$250,000 death benefit only insurance policy; (ii) a benefit allowance of
$25,000 in the Company's Supplemental Executive Choice Program (providing for
the purchase of additional insurance or the reimbursement of financial services
or health care expenses); (iii) participation in the Company's leased car
program; and (iv) certain home relocation benefits, including a $25,000
relocation allowance, reimbursement of the loss-on-sale of Mr. Taylor's current
home and shipping expenses for his family's personal effects.
Upon termination of Mr. Taylor's employment by the Company without
cause, Mr. Taylor is entitled to receive, subject to certain conditions, a
24-month continuation of his base salary and benefits, during which period
outstanding options and restricted stock will continue to vest. Mr. Taylor is
also subject to confidentiality restrictions and non-compete and
non-solicitation provisions during the 36-month period following the termination
of his employment with the Company.
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.
---------------------
(Registrant)
/s/ Frank L. Fernandez
-------------------------------
Frank L. Fernandez
Executive Vice President,
Secretary and General Counsel
Dated: December 22, 2004