Lowes Companies, Inc. | Separate Chair & CEO at Lowes Companies, Inc.

Status
Filed
Previous AGM date
Resolution details
Company ticker
LOW
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. An independent Board Chairman could also help Lowe's (LOW) deal with future headwinds like those that emerged in 2025: Lowe's faced a challenging consumer environment, with shoppers pulling back on larger discretionary purchases (items over $500, such as appliances and large renovation projects) due to ongoing macroeconomic uncertainties, stubborn inflation, and elevated borrowing costs/mortgage rates. This has resulted in a decline in overall comparable sales and reduced in-store foot traffic. Throughout the year, Lowe's adjusted its financial forecasts to reflect the ongoing uncertainty. As of November 2025, Lowe's narrowed its full-year 2025 comparable sales expectation to flat (compared to a previous range of flat up to 1%) and slightly trimmed its adjusted earnings per share (EPS) forecast. While aiming to grow its Pro customer base, Lowe's major acquisitions of Artisan Design Group (ADG) and Foundation Building Materials (FBM) negatively impacted its consolidated adjusted operating margin in the near term. To manage debt related to these deals, Lowe's has also paused share repurchases until 2027. Lowe's was ordered to pay $1 million to resolve a lawsuit in Los Angeles alleging it charged customers prices higher than the advertised price. Lowe's was also sued in a class-action alleging a false discount advertising scheme.

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