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
27, 2005 |
LOWE'S
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
|
North
Carolina |
|
1-7898 |
|
56-0578072 |
|
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
|
1000
Lowe's Blvd., Mooresville, NC |
28117 |
|
(Address
of principal executive offices) |
(Zip
Code) |
|
|
|
|
|
|
|
Registrant's
telephone number, including area code |
(704)
758-1000 |
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):
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM
1.01. ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On May
27, 2005, at the Annual Meeting of Shareholders, the shareholders of Lowe’s
Companies, Inc. (“Lowe’s”) approved the Lowe’s Companies, Inc. Amended and
Restated Directors’ Stock Option and Deferred Stock Unit Plan (the “Plan”). A
summary description of the Plan is set forth on pages 22 through 25 of Lowe’s
Proxy Statement dated April 15, 2005, which description is incorporated by
reference herein. Such description is qualified in its entirety by reference to
the complete terms and conditions of the Plan, a copy of which is included
herewith as Exhibit 10.1 to this report.
The Plan,
as amended and restated, permits the Board of Directors to grant to non-employee
directors either deferred stock units representing shares of Lowe’s common stock
or options to purchase shares of Lowe’s common stock under the Plan. On May 27,
2005, pursuant to the Plan, Lowe’s granted 1,500 deferred stock units to each
non-employee director using the form of Deferred Stock Unit Agreement filed
herewith as Exhibit 10.2 to this report. Until it decides otherwise, the Board
intends to continue to grant only deferred stock units on each future Award Date
(as defined in the Plan) under the Plan.
ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(c) On June
1, 2005, Lowe’s announced that Charles W. (Nick) Canter, Jr. was promoted to
Executive Vice President of Store Operations effective June 30, 2005. Mr. Canter
will succeed Larry D. Stone, who is currently Senior Executive Vice President of
Operations and will be moving to the position of Senior Executive Vice President
of Merchandising/Marketing upon the retirement of Dale C. Pond from that
position on June 30, 2005.
Mr.
Canter, 54, has served as Senior Vice President, Store Operations - North
Central Division of Lowe’s since 2004, Senior Vice President, Store Operations -
Northern Division of Lowe’s from 1999 to 2004, Senior Vice President and General
Merchandise Manager, Building Materials of Lowe’s from 1998 to 1999, Vice
President, Merchandising - Millwork of Lowe’s in 1998 and Regional Vice
President, Store Operations of Lowe’s from 1993 to 1998.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(c) EXHIBITS
10.1
Lowe’s
Companies, Inc. Amended and Restated Directors’ Stock Option and Deferred Stock
Unit Plan
10.2
Form of
Deferred Stock Unit Agreement for Directors
99.1
Press
release dated June 1, 2005, announcing executive changes
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.
| LOWE'S COMPANIES, INC. | ||
| |
|
|
| Date: June 3, 2005 | By: | /s/ Kenneth W. Black, Jr. |
|
Kenneth
W. Black, Jr.
Senior
Vice President and Chief
Accounting Officer | ||
EXHIBIT
INDEX
| Exhibit No. | Description | |
|
10.1 |
Lowe’s
Companies, Inc. Amended and Restated Directors’ Stock Option and Deferred
Stock Unit Plan | |
| 10.2 | Form of Deferred Stock Unit Agreement for Directors | |
| 99.1 | Press release dated June 1, 2005, announcing executive changes |