UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

 

Filed by the Registrant x

 

Filed by a Party other than the Registrant o

 

Check the appropriate box:

 

o  Preliminary Proxy Statement

 

 

x  Definitive Proxy Statement

 

o  Definitive Additional Materials

 

 

LOWE’S COMPANIES, INC.

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

o  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	Lowe’s Companies, Inc.

 

April 12, 2007

 

TO LOWE’S SHAREHOLDERS:

 

It is my pleasure to invite you to our 2007 Annual Meeting to be held at the Ballantyne Resort, 10000 Ballantyne Commons Parkway, Charlotte, North Carolina, on Friday, May 25, 2007 at 10:00 a.m. Directions to the Ballantyne Resort are printed on the back of the Proxy Statement.

 

We intend to broadcast the meeting live on the Internet. To access the webcast, visit Lowe’s website (www.Lowes.com/investor) where a link will be posted a few days before the meeting. A replay of the Annual Meeting will also be available beginning approximately three hours after the meeting concludes and will continue to be available until the date of the Company’s 2008 Annual Meeting.

 

The formal Notice of Annual Meeting of Shareholders and Proxy Statement are enclosed with this letter. The Proxy Statement tells you about the agenda and the procedures for the meeting. There are eight items of business on this year’s agenda, each as described in detail in the Proxy Statement. Your vote by proxy or in person at the meeting is important.

 

Yours cordially,

 

 

Robert A. Niblock

Chairman of the Board

and Chief Executive Officer

 

Notice of

Annual Meeting of Shareholders

of Lowe’s Companies, Inc.

 

 

 

Only shareholders of record at the close of business on March 30, 2007 will be entitled to notice of and to vote at the Annual Meeting of Shareholders or any postponement or adjournment thereof.

 

The Company’s Proxy Statement is attached. Financial and other information is contained in the Company’s Annual Report to Shareholders for the Fiscal Year ended February 2, 2007, which accompanies this Notice of Annual Meeting of Shareholders.

 

By Order of the Board of Directors,

 

 

Gaither M. Keener, Jr.

Senior Vice President,

General Counsel, Secretary &

Chief Compliance Officer

 

Mooresville, North Carolina

April 12, 2007

 

•	Vote at the internet site address listed on your proxy card;
•	Call the toll-free number listed on your proxy card; or
•	Sign, date and return in the envelope provided the enclosed proxy card.

 

Table of Contents

 

Lowe’s Companies, Inc.

 

Proxy Statement
for
Annual Meeting of Shareholders
May 25, 2007

 

This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors (“Board of Directors” or “Board”) of Lowe’s Companies, Inc. (“Company” or “Lowe’s”) of proxies to be voted at the Annual Meeting of Shareholders to be held at the Ballantyne Resort located at 10000 Ballantyne Commons Parkway, Charlotte, North Carolina on Friday, May 25, 2007 at 10:00 a.m. It is anticipated that this Proxy Statement and the enclosed form of proxy will first be sent to shareholders on or about April 13, 2007.

 

Outstanding Shares

 

On March 30, 2007, there were 1,505,723,650 shares of Company common stock (“Common Stock”) outstanding and entitled to vote. Shareholders are entitled to one vote for each share held on all matters to come before the meeting.

 

Who May Vote

 

Only shareholders of record at the close of business on March 30, 2007 are entitled to notice of and to vote at the meeting or any postponement or adjournment thereof.

 

How To Vote

 

You may vote by proxy or in person at the meeting. To vote by proxy, you may: vote at the Internet site address listed on your proxy card; call the toll-free number set forth on your proxy card; or mail your signed and dated proxy card to our tabulator in the envelope provided. Even if you plan to attend the meeting, we recommend that you vote by proxy prior to the meeting. You can always change your vote as described below.

 

How Proxies Work

 

The Board of Directors is asking for your proxy. By giving us your proxy, you authorize the proxyholders (members of Lowe’s management) to vote your shares at the meeting in the manner you direct. If you do not specify how you wish the proxyholders to vote your shares, they will vote your shares “FOR ALL” director nominees, “FOR” the proposal to approve the amendment to the Lowe’s Companies Employee Stock Purchase Plan — Stock Options For Everyone — to increase the number of shares authorized for issuance under the Plan, “FOR” ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent accountants, and “AGAINST” each of the five shareholder proposals. The proxyholders also will vote shares according to their discretion on any other matter properly brought before the meeting.

 

You may receive more than one proxy card depending on how you hold your shares. Generally, in order to vote all of your shares, you need to vote on the Internet, call the toll-free number set forth on your proxy card, or sign, date and return all of your proxy cards. For example, if you hold shares through someone else, such as a stockbroker, you may get proxy materials from that person. Shares registered in your name are covered by a separate proxy card.

 

If for any reason any of the nominees for election as director becomes unavailable for election, discretionary authority may be exercised by the proxyholders to vote for substitutes proposed by the Board of Directors.

 

Abstentions and shares held of record by a broker or its nominee (“broker shares”) that are voted on any matter are included in determining the number of votes present or represented at the meeting. Broker shares that are not voted on any matter at the meeting are not included in determining whether a quorum is present. The vote required to approve each of the matters to be considered at the meeting is disclosed below and under the caption for such matters.

 

Under New York Stock Exchange (“NYSE”) rules, the proposals to elect directors and ratify the appointment of the independent accountants are considered “discretionary” items. This means that brokerage firms may vote in their discretion on these matters on behalf of clients who have not furnished voting instructions. The proposal to approve the amendment to the Company’s Employee Stock Purchase Plan and the five shareholder proposals are

“non-discretionary” matters, which means that brokerage firms may not use their discretion to vote on such matters without express voting instructions from their customers.

 

Quorum

 

In order to carry out the business of the meeting, we must have a quorum. This means that at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person. Shares owned by the Company are not voted and do not count for this purpose.

 

Revoking Your Proxy

 

The shares represented by a proxy will be voted as directed unless the proxy is revoked. Any proxy may be revoked before it is exercised by filing with the Secretary of the Company an instrument revoking the proxy or a proxy bearing a later date. A proxy is also revoked if the person who executed the proxy is present at the meeting and elects to vote in person.

 

Votes Needed

 

Election of Directors.  At the 2006 Annual Meeting, the shareholders approved amendments to the Company’s Articles of Incorporation that, among other things, provide that in uncontested elections, directors be elected by the affirmative vote of a majority of the outstanding shares of the Company’s voting securities voted at the meeting, including those shares in respect of which votes are “withheld.” In the event that a director nominee fails to receive the required majority vote, the Board of Directors may decrease the number of directors, fill any vacancy, or take other appropriate action. If the number of nominees exceeds the number of directors to be elected, directors will continue to be elected by a plurality of the votes cast by the holders of voting securities entitled to vote in the election. The Board of Directors believes this change in the standard for electing directors, which will be in effect for the first time at the 2007 Annual Meeting, gives Lowe’s shareholders a more meaningful role in electing directors.

 

Other Proposals.  Approval of the other proposals and any other matter properly brought before the meeting requires the favorable vote of a majority of the votes cast. Votes that are withheld from all or from specified director nominees are not included in determining the number of votes cast on other matters.

 

Our Voting Recommendation

 

Our Board of Directors recommends that you vote:

 

 

Proxy cards that are timely signed, dated and returned but do not contain instructions on how you want to vote will be voted in accordance with our Board of Directors’ recommendations.

 

Voting Results

 

The preliminary voting results will be announced at the meeting. The final voting results will be published in our quarterly report on Form 10-Q for the second quarter of Fiscal Year 2007.

 

Attending In Person

 

Only shareholders, their designated proxies and guests of the Company may attend the meeting.

 

The number of directors is currently fixed at 11. The Articles of Incorporation of the Company divide the Board into three classes, designated Class I, Class II and Class III, with one class standing for election each year for a three-year term. The four nominees standing for election as Class III directors at the 2007 Annual Meeting of Shareholders are: David W. Bernauer; Leonard L. Berry; Dawn E. Hudson; and Robert A. Niblock. If elected, each Class III nominee will serve until his or her term expires in 2010 or until a successor is duly elected and qualified.

 

All of the nominees (with the exception of David W. Bernauer) are currently serving as directors. David W. Bernauer has been nominated to replace Paul Fulton who is retiring at the end of his current term. Mr. Bernauer was recommended to the Governance Committee as a potential nominee for election to the Board by an executive search firm engaged by the Governance Committee.

 

Unless authority to vote in the election of directors is withheld, it is the intention of the persons named as proxies to vote “FOR ALL” of the four nominees. If at the time of the meeting any of these nominees is unavailable for election as a director for any reason, which is not expected to occur, the proxyholders will vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors.

 

Nominees for Election as Class III Directors — Term to Expire in 2010

Age: 63

 

Non-Executive Chairman of the board of directors of Walgreen Co., the nation’s largest drugstore chain, since January 2007. From January 2002 until July 2006, he served as Chief Executive Officer of Walgreen, at which time he stepped down from his executive duties with the Company while remaining Chairman of the Board, a position he had held since January 2003. From 1999 to January 2002, he served as President and Chief Operating Officer of Walgreen. He has served in various management positions, with increasing areas of responsibility, at Walgreen since 1966. He also serves on the board of directors of Office Depot, Inc.

Age: 64

 

Member of Compensation and Organization Committee and Governance Committee. Distinguished Professor of Marketing, M.B. Zale Chair in Retailing and Marketing Leadership, and Professor of Humanities in Medicine, Texas A&M University, since 1982. He also serves on the boards of directors of Darden Restaurants, Inc. and Genesco Inc.

Age: 49

 

Member of Compensation and Organization Committee and Governance Committee. President and Chief Executive Officer of Pepsi-Cola North America, a beverage maker and franchise company, since June 2002 and March 2005, respectively. Senior Vice President, Strategy and Marketing for Pepsi-Cola North America, 1997-2002.

Age: 44

 

Chairman of Executive Committee. Chairman of the Board and Chief Executive Officer of Lowe’s Companies, Inc. since January 2005. President from March 2003 to December 2006. Executive Vice President and Chief Financial Officer, 2001-2003. Senior Vice President and Chief Financial Officer, 2000-2001.

 

Class I Directors — Term to Expire in 2008

Age: 64

 

Member of Compensation and Organization Committee and Governance Committee. Vice Chairman Pharmaceuticals, GlaxoSmithKline, a pharmaceutical research and development company, since January 2003. Chief Operating Officer and President, Pharmaceutical Operations of GlaxoSmithKline, January 2001-2002. Chief Executive Officer of Glaxo Wellcome plc, 1997-2000. Chairman of Glaxo Wellcome Inc. (Glaxo Wellcome plc’s United States subsidiary), 1999-2000. Chairman, President and Chief Executive Officer of Glaxo Wellcome Inc., 1997-1999. He also serves on the boards of directors of Allergan, Inc.; Edwards Lifesciences Corporation; OSI Pharmaceuticals, Inc. (Chairman); Valeant Pharmaceuticals International (Chairman); and Wachovia Corporation. Mr. Ingram is also a member of the board of advisors for the H. Lee Moffitt Cancer Center & Research Institute.

Age: 61

 

Member of Audit Committee and Governance Committee. Founder and Chairman of the RLJ Companies, which owns or holds interests in companies operating in professional sports (including the NBA Charlotte Bobcats), hospitality/restaurant, real estate, financial services, gaming and recording industries. Prior to forming the RLJ Companies, he was founder and chairman of Black Entertainment Television (“BET”), which was acquired in 2000 by Viacom Inc., a media-entertainment holding company. Mr. Johnson continued to serve as Chief Executive Officer of BET until 2005. He also serves on the board of directors of Strayer Education, Inc.

Age: 63

 

Member of Audit Committee and Governance Committee. President, Lochridge & Company, Inc., a general management consulting firm, since 1986. He also serves on the boards of directors of Dover Corporation; John H. Harland Company; and PetSmart, Inc.

 

Class II Directors — Term to Expire in 2009

Age: 65

 

Member of Audit Committee and Governance Committee. Dean of the McColl Graduate School of Business at Queens University of Charlotte from March 2002 to May 2005. Non-Executive Chairman 2000-2006 and Lead Director 2006-2007, Nucor Corporation, a steel manufacturer. President and CEO of Sonoco Products Company, a manufacturer of industrial and consumer packaging products, 1998-2000. He also serves on the boards of directors of Acuity Brands Inc.; EnPro Industries, Inc.; Nucor Corporation; The Phoenix Companies, Inc.; and Wachovia Corporation.

Age: 58

 

Chairman of Compensation and Organization Committee and member of Executive Committee and Governance Committee. Chairman of Goodrich Corporation, a supplier of systems and services to the aerospace and defense industry, since October 2003, and President and Chief Executive Officer since February 2002 and April 2003, respectively. Chief Operating Officer of Goodrich Corporation from February 2002 to April 2003. Executive Vice President of Goodrich Corporation and President and Chief Operating Officer of Goodrich Aerospace Corporation, a subsidiary of Goodrich Corporation, 1995-2002.

Age: 67

 

Chairman of Audit Committee and member of Executive Committee and Governance Committee. Served as Vice Chairman and Chief Financial Officer of United Technologies Corporation, manufacturer of high-technology products and services to the building systems and aerospace industries, from 2002 until his retirement in 2004. President and Chief Executive Officer of Otis Elevator Company, a subsidiary of United Technologies Corporation, from 1997 to 2002. He also serves on the boards of directors of Liberty Mutual Holding Company, Inc. and PACCAR Inc.

Age: 68

 

Chairman of Governance Committee and member of Audit Committee and Executive Committee. Chairman and Chief Executive Officer of General Parts International, Inc., Raleigh, North Carolina, a distributor of automotive replacement parts. He also serves on the boards of directors of Bank of America Corporation and Highwoods Properties, Inc., where he serves as Chairman of the Board.

 

Governance Guidelines and Code of Conduct

 

The Board of Directors has adopted Corporate Governance Guidelines setting forth guidelines and standards with respect to the role and composition of the Board, the functioning of the Board and its committees, the compensation of directors, succession planning and management development, the Board’s and its committees’ access to independent advisers and other matters. The Governance Committee of the Board of Directors regularly reviews and assesses corporate governance developments and recommends to the Board modifications to the Corporate Governance Guidelines as warranted. The Company has also adopted a Code of Business Conduct and Ethics for its directors, officers and employees. The Governance Guidelines and Code of Conduct are posted on the Company’s website at (www.Lowes.com/investor). Shareholders and other interested persons may obtain a written copy of the Governance Guidelines and Code of Conduct by contacting Gaither M. Keener, Jr., Senior Vice President, General Counsel, Secretary and Chief Compliance Officer, at Lowe’s Companies, Inc., 1000 Lowe’s Boulevard, Mooresville, North Carolina 28117.

 

Director Independence

 

Lowe’s Corporate Governance Guidelines provide that in accordance with long-standing policy, a substantial majority of the members of the Company’s Board of Directors must qualify as independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company. As permitted by NYSE rules, the Board has adopted Categorical Standards for Determination of Director Independence (“Categorical Standards”) to assist the Board in making determinations of independence. A copy of these Categorical Standards is attached as Appendix A to this Proxy Statement.

 

The Governance Committee and the Board have evaluated the transactions, relationships or arrangements between each director and director nominee (and his or her immediate family members and related interests) and the Company in each of the most recent three completed fiscal years. They include the following, all of which were entered into by the Company in the ordinary course of business:

 

 

 

In addition, with respect to Robert Johnson and Marshall Larsen, the Board considered the amount of the Company’s discretionary charitable contributions to charitable organizations where they, or a member of their immediate families, serve as a director or trustee.

 

As a result of this evaluation, the Board has affirmatively determined, upon the recommendation of the Governance Committee, that currently each director and director nominee, other than Robert Niblock, and all of the members of the Audit Committee, Compensation and Organization Committee, and Governance Committee, are “independent” within the Company’s Categorical Standards and the NYSE rules, and, in the case of Audit Committee members, the separate Securities and Exchange Commission requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their compensation as directors.

 

Compensation of Directors

 

Annual Retainer Fees.  Directors who are not employed by the Company are paid an annual retainer of $75,000, and non-employee directors who serve as a committee chairman receive an additional $15,000 annually, or $25,000 annually in the case of the Audit Committee Chairman, for serving in such position. Directors who are employed by the Company receive no additional compensation for serving as directors.

 

Stock Awards.  In May 2005, shareholders approved an amended and restated Director’s Stock Option and Deferred Stock Unit Plan, allowing the Board to elect to grant deferred stock units or options to purchase Common Stock at the first directors’ meeting following the Annual Meeting of Shareholders each year (“Award Date”) to non-employee directors. Beginning with the directors’ meeting following the Annual Meeting of Shareholders held May 27, 2005, it has been the Board’s policy to grant only deferred stock units. Each deferred stock unit represents the right to receive one share of Lowe’s Common Stock. The annual grant of deferred stock units for each of the Company’s directors who is not employed by the Company is determined by taking the annual grant amount of $115,000 and dividing it by the closing price of a share of Lowe’s Common Stock as reported on the NYSE on the Award Date, which amount is then rounded up to the next 100 units. The deferred stock units receive dividend equivalent credits, in the form of additional units, for any cash dividends paid with respect to Common Stock. All units credited to a director are fully vested and will be paid in the form of Common Stock after the termination of the director’s service.

 

Deferral of Annual Retainer Fees.  In 1994, the Board adopted the Lowe’s Companies, Inc. Directors’ Deferred Compensation Plan. This plan allows each non-employee director to defer receipt of all, but not less than all, of the annual retainer and any committee chairman fees otherwise payable to the director in cash. Deferrals are credited to a bookkeeping account and account values are adjusted based on the investment measure selected by the director. One investment measure adjusts the account value based on the Wachovia Bank, N.A. prime rate plus 1%, adjusted each quarter. The other investment measure assumes that the deferrals are invested in Lowe’s Common Stock with reinvestment of all dividends. A director may allocate deferrals between the two investment measures in

25% multiples. Account balances may not be reallocated between the investment measures. Account balances are paid in cash in a single sum payment following the termination of a director’s service.

 

The following table summarizes the compensation paid to non-employee directors during Fiscal Year 2006:

 

Director Compensation Table
For Fiscal Year Ended 02/02/07

 

 

 

 

 

 

Board Meetings and Committees of the Board

 

Attendance at Board and Committee Meetings.  During Fiscal Year 2006, the Board of Directors held six meetings. All incumbent directors attended at least 75% of all meetings of the Board and the committees on which they served.

 

Executive Sessions of the Non-management Directors.  The non-management directors, all of whom are independent, meet in regularly scheduled executive sessions. Mr. Sloan, Chairman of the Governance Committee,

presides over these executive sessions and in his absence, the non-management directors may select another non-management director present to preside.

 

Attendance at Annual Meetings of Shareholders.  Directors are expected to attend the Annual Meeting of Shareholders. All of the incumbent directors attended last year’s Annual Meeting of Shareholders.

 

Committees of the Board of Directors and their Charters.  The Board has four standing committees: the Audit Committee; the Compensation and Organization Committee; the Executive Committee; and the Governance Committee. Each of these committees, other than the Executive Committee, acts pursuant to a written charter adopted by the Board of Directors. The Executive Committee operates in accordance with specific provisions of the Bylaws. A copy of each written committee charter is available on our website at (www.Lowes.com/investor). You may also obtain a copy of each written committee charter by contacting Gaither M. Keener, Jr., Senior Vice President, General Counsel, Secretary and Chief Compliance Officer, at Lowe’s Companies, Inc., 1000 Lowe’s Boulevard, Mooresville, North Carolina 28117.

 

How to Communicate with the Board of Directors and Independent Directors.  Interested persons wishing to communicate with the Board of Directors may do so by sending a written communication addressed to the Board or to any member individually in care of Lowe’s Companies, Inc., 1000 Lowe’s Boulevard, Mooresville, North Carolina 28117. Interested persons wishing to communicate with the independent directors as a group, may do so by sending a written communication addressed to O. Temple Sloan, Jr., as Chairman of the Governance Committee, in care of Lowe’s Companies, Inc., 1000 Lowe’s Boulevard, Mooresville, North Carolina 28117. Any communication addressed to a director that is received at Lowe’s principal executive offices will be delivered or forwarded to the individual director as soon as practicable. Lowe’s will forward all communications received from its shareholders or other interested persons that are addressed simply to the Board of Directors to the chairman of the committee of the Board of Directors whose purpose and function is most closely related to the subject matter of the communication.

 

Audit Committee

 

 

The following table shows the beneficial ownership of Common Stock as of March 30, 2007, except as otherwise noted, by each director, each nominee for election as a director, the named executive officers listed in the Summary Compensation Table, each shareholder known by the Company to be the beneficial owner of more than 5% of the Common Stock, and the incumbent directors, director nominees and executive officers as a group. Except as otherwise indicated below, each of the persons named in the table has sole voting and investment power with respect to the securities beneficially owned by them as set forth opposite their name, subject to community property laws where applicable.

 

 

 

 

Based solely upon a review of Forms 3 and 4, and any amendments thereto, furnished to the Company pursuant to Rule 16a-3(e) of the Exchange Act during Fiscal Year 2006, Forms 5, and any amendments thereto, furnished to the Company with respect to Fiscal Year 2006, and other written representations from certain reporting persons, the Company believes that all filing requirements under Section 16(a) applicable to its officers, directors and greater than 10% beneficial owners have been complied with.

 

The information about compensation earned by the Company’s executive officers in this year’s Proxy Statement is in a different format than last year’s Proxy Statement. The disclosure format has been revised to comply with new disclosure rules adopted by the SEC. The new disclosure format is intended to give shareholders more information about the Company’s compensation practices and to make the information easier to understand and compare to compensation earned by executives at other companies.

 

The new format includes a section that describes the Company’s executive compensation program. Several compensation disclosure tables follow the description of the program. The first table, captioned the “Summary Compensation Table,” provides a summary of compensation paid to (i) Robert A. Niblock, the Company’s principal executive officer, (ii) Robert F. Hull, Jr., the Company’s principal financial officer, and (iii) Larry D. Stone, Gregory M. Bridgeford and Charles W. Canter, Jr., the Company’s three most highly compensated executive officers other than Messrs. Niblock and Hull. These individuals are referred to in this section as the “named executive officers.” The tables that follow the Summary Compensation Table supplement the information presented in the Summary Compensation Table.

 

The Summary Compensation Table includes executive compensation information only for the Company’s Fiscal Year that ended February 2, 2007. When the new executive compensation disclosure rules are completely phased in, the Summary Compensation Table will include executive compensation information for the current fiscal year and the two preceding fiscal years of the Company.

 

The Compensation and Organization Committee of the Board of Directors (the “Compensation Committee”) administers the Company’s executive compensation program. The program applies to all executive officers, including the named executive officers. There are currently five members of the Compensation Committee, all of whom are independent, non-employee directors.

 

The Compensation Committee has full discretionary power and authority to administer the program. In carrying out its responsibilities, the Compensation Committee:

 

 

The Compensation Committee has engaged and regularly consults with an independent consultant for advice on executive compensation matters. For the Fiscal Year that ended February 2, 2007, the Compensation Committee consulted with senior members of the compensation consulting practices of Hay Group and Hewitt Associates. The consultants were engaged to (i) help ensure that the Compensation Committee’s actions are consistent with the Company’s business needs, pay philosophy, prevailing market practices and relevant legal and regulatory mandates, (ii) provide market data as background against which the Compensation Committee can consider executive management base salary, bonus, and long-term incentive awards each year, and (iii) consult with the Compensation Committee on how best to make compensation decisions with respect to executive management in a manner consistent with shareholders’ long-term interests.

 

General Principles of the Company’s Executive Compensation Program

 

Competitive Pay for Performance.  The program is designed to establish a strong link between the creation of shareholder value and the compensation earned by the Company’s executive officers. The fundamental objectives of the program are to:

 

 

Desired Position Relative to the “Market.”   The program is intended to provide total annual compensation at the 50^th percentile of a group of comparable companies in the retailing industry, when the Company meets its financial performance goals. At the same time, the program seeks to provide above-average total annual compensation, up to the 75^th percentile or higher, if the Company’s financial performance goals are exceeded, and below-average total annual compensation, at less than the 50^th percentile, if the Company’s financial performance goals are not achieved.

 

At the beginning of each fiscal year, the Compensation Committee reviews survey information from comparable companies which is adjusted for the Company’s size in relation to the comparable company group. The adjusted survey data is used to set total compensation targets under the program for the fiscal year that meet the 50^th percentile, 75^th percentile and less than 50^th percentile levels described above. The Compensation Committee reviews periodically the comparable company group to ensure the group consists of companies that satisfy the Compensation Committee’s guidelines and to make any changes in the group the Compensation Committee deems appropriate.

 

The comparable company group primarily includes national retailers, with a particular emphasis on specialty hard goods retailers and major United States retailers. The Compensation Committee uses the following guidelines to select the comparable companies:

 

 

For the Fiscal Year ended February 2, 2007, the component companies included in the comparable company group were: Best Buy Co., Inc.; Circuit City Stores, Inc.; CVS Corporation; Federated Department Stores, Inc.; The Gap, Inc.; The Home Depot, Inc.; J.C. Penney Corporation, Inc.; Kohl’s Corporation; Sears Holdings Corporation; Staples, Inc.; Target Corporation; Walgreen Co.; and Wal-Mart Stores, Inc.

 

Setting Total Annual Compensation Targets and Mix of Base and “At Risk” Compensation.  The Compensation Committee sets a total annual compensation target amount for each executive at the beginning of each fiscal year. As part of this process, the Compensation Committee sets (i) each executive’s base salary at or below the 50^th percentile, (ii) the sum of each executive’s base salary and target annual non-equity incentive compensation at the 50^th percentile if the Company achieves its annual business plan and above the 50^th percentile if the Company exceeds its annual business plan, and (iii) each executive’s equity incentive plan award at the 50^th percentile.

 

The program provides for larger portions of an executive’s total compensation to vary based on the Company’s performance for higher levels of executives (i.e., the most senior executive officers have more of their total compensation at risk based on Company performance than do lower levels of executives). For example, 11% of the total annual compensation target amount for the chairman and chief executive officer is fixed and paid in the form of base salary and 89% of such total target compensation amount is at risk based on the Company’s performance. For an executive vice president, 16% of the total annual compensation target amount is paid in the form of base salary and 84% of such amount is at risk based on the Company’s performance.

 

Stock Ownership Guidelines.  The Compensation Committee strongly believes that executive officers should own significant amounts of the Company’s Common Stock to align their interests with those of the Company’s shareholders. The Company’s 401(k) Plan, employee stock purchase plan and equity incentive plans provide ample opportunity for executives to acquire such Common Stock.

 

The Compensation Committee also has adopted a stock ownership and retention policy for all executive vice presidents and more senior officers of the Company. The ownership targets under the policy are ten times base salary for the chairman and chief executive officer and five times base salary for all other executives who are subject to the policy. Executives who are subject to the policy must retain 100% of the net shares received from the exercise of any stock options or the vesting of restricted stock granted under the Company’s equity incentive plans until the targeted ownership level is reached. All of the named executive officers were in compliance with the stock ownership and retention policy during Fiscal Year 2006.

 

Tax Deductibility of Compensation.  Section 162(m) of the Internal Revenue Code limits the amount of non-performance based compensation paid to the named executive officers that may be deducted by the Company for federal income tax purposes in any fiscal year to $1,000,000. Performance-based compensation that has been approved by the Company’s shareholders is not subject to the $1,000,000 deduction limit. All of the Company’s equity and non-equity incentive plans have been approved by the Company’s shareholders. Consequently, all awards under those plans, other than restricted stock awards that do not vest solely on the performance of the Company, should qualify as performance-based compensation that is fully deductible and not subject to the Code Section 162(m) deduction limit. The Compensation Committee has not adopted a formal policy that requires all compensation paid to the named executive officers to be deductible. But whenever practical, the Compensation Committee structures compensation plans to make the compensation paid thereunder fully deductible.

 

Compensation Paid under the Executive Compensation Program

 

The program provides for payment of the following compensation elements:

 

Base Salary.  Base salaries for executive officers are established on the basis of the qualifications and experience of the executive, the nature of the job responsibilities and the base salaries for competitive positions in the market as described above. The Compensation Committee reviews and approves executive officers’ base salaries annually. Any action by the Compensation Committee with respect to the base salary of the chairman of the board and chief executive officer is subject to final approval by the independent members of the Board of Directors. For the Fiscal Year ended February 2, 2007, the Compensation Committee increased the base salaries of all the named executive officers as follows:

 

 

 

 

Non-Equity Incentive Plan Compensation.  Executives earn non-equity incentive compensation under the program for each fiscal year based on the Company’s achievement of one or more financial performance measures established at the beginning of the fiscal year by the Compensation Committee. For the Fiscal Year ended February 2, 2007, the performance measure selected by the Compensation Committee was the percentage increase in the Company’s earnings before interest and taxes (“EBIT”) over the immediately preceding year. The Compensation Committee established a threshold rate of 8% EBIT growth that must be achieved before any non-equity incentive compensation would be earned, a 14% EBIT growth rate for which target non-equity incentive compensation amounts would be earned and a 20% EBIT growth rate for which the maximum non-equity incentive compensation amounts would be earned. The Company’s EBIT growth rate for the 2006 Fiscal Year was 10.7%. Based on that EBIT growth rate, Mr. Niblock earned non-equity incentive compensation equal to 109.25% of his base salary. Messrs. Hull, Stone, Bridgeford and Canter earned non-equity incentive compensation equal to 64.23% of their respective base salaries.

 

Equity Incentive Plan Awards.  The Company’s equity incentive plans authorize awards of stock options, restricted stock, performance accelerated restricted stock (“PARS”), performance shares and stock appreciation rights. Although the Compensation Committee generally has the discretion to establish the terms of all awards, the equity incentive plans limit certain award terms. For example, the Compensation Committee may not extend the original term of a stock option or, except as provided by the plans’ anti-dilution provisions, reduce its exercise price. In addition, the plans generally require the vesting period for stock awards to be at least three years, although a period as short as one year is permitted if based on the satisfaction of financial performance objectives prescribed by the Compensation Committee at the time of the award.

 

At its meeting in January or February each year, the Compensation Committee makes its annual equity incentive award decisions. Currently, all store managers and employees in more senior positions are eligible to receive an annual equity incentive award. At the January or February meeting, the Compensation Committee approves the vesting terms for the awards, the expiration date of option awards and the following formula factors to be used to determine the number of shares included in the awards:

 

 

The effective date for the annual equity awards is the March 1 following the Compensation Committee’s January or February meeting.

 

The market value of the Company’s Common Stock is multiplied by a relative value factor for each type of award (i.e., 0.33 for stock options and 0.84 for PARS) to calculate the number of shares to be included in the awards. The market value of the Company’s Common Stock as of the March 1 annual grant date is used to determine the number of shares included in the equity incentive awards to all executives who are not subject to Section 16 of the Exchange Act. The Compensation Committee holds a telephonic meeting in February to approve the actual number of shares to be included in the annual equity incentive awards to Section 16 officers, and the value of Company’s Common Stock approximately one week before the telephonic meeting is used solely for purposes of determining the number of shares included in the awards. The exercise price for all stock options included in the equity awards is equal to the closing price of the Company’s Common Stock on the March 1 annual grant date.

 

Pursuant to authority delegated by the Compensation Committee, on May 1, August 1 and November 1 of each year, the chairman and chief executive officer makes equity incentive awards to all employees who are hired or promoted into a store manager or more senior position after the preceding March 1 annual grant date and who are

not Section 16 officers. The same number of shares for each position as were granted on the preceding March 1 are granted on the succeeding May 1, August 1 or November 1 at the closing price of the Company’s Common Stock on those dates. Any other equity incentive grants, such as special retention grants or hiring package grants to Section 16 officers, are reviewed and approved by the Compensation Committee at a meeting held prior to the grant effective date.

 

Other Compensation

 

The Company’s executive officers participate in the Lowe’s 401(k) Plan and the other employee benefit plans sponsored by the Company on the same terms and conditions that apply to all other employees. The Company makes only nominal use of perquisites in compensating its executive officers. The Company provides limited supplemental long-term disability coverage for all senior vice presidents and more senior officers whose annual compensation (base salary and target bonus) exceeds $400,000, provided the executive has also enrolled in and paid the cost for coverage under the Company’s voluntary group long-term disability plan that is available to all employees. The Company’s total cost for providing such supplemental coverage to the twenty-six executives in this category is approximately $21,000. All senior vice presidents and more senior officers of the Company are required to use professional tax preparation, filing and planning services, and the Company reimburses the cost of such tax-compliance services up to a maximum of $5,000 per calendar year (grossed up for taxes). Such officers are also required to receive an annual physical examination, at the Company’s expense, subject to maximum amounts that are based on the officer’s age. Finally, the independent members of the Board of Directors require the chairman and chief executive officer to utilize corporate aircraft for all business and personal travel for his safety, health and security, to enhance his effectiveness, to ensure immediate access to the chairman and chief executive officer for urgent matters and to maintain the confidentiality of the purpose of the travel. The Company does not provide a tax gross-up to the chairman and chief executive officer for the taxable value of his use of corporate aircraft for personal travel.

 

Nonqualified Deferred Compensation Programs

 

The Company sponsors three nonqualified deferred compensation programs for senior management employees to encourage retirement savings: the Benefit Restoration Plan, the Cash Deferral Plan and the Deferred Compensation Program.

 

The Company’s Benefit Restoration Plan provides qualifying executives the opportunity to save for retirement and receive Company matching contributions on the same basis as all other employees who participate in the Company’s 401(k) Plan. Qualifying executives are those whose contributions, matching contributions, annual additions or other benefits, as normally provided to all participants under the tax-qualified 401(k) Plan, would be curtailed by Internal Revenue Code limitations and restrictions.

 

The Cash Deferral Plan permits qualifying executives to voluntarily defer a portion of their base salary, non-equity incentive compensation and certain other bonuses on a tax-deferred basis. Qualifying executives are those employed by the Company in director level and more senior positions. The Company does not make matching or any other contributions to the Cash Deferral Plan.

 

The Deferred Compensation Program is a part of all the Company’s equity incentive plans. Prior to 2005, the Deferred Compensation Program allowed executives at or above the vice president level to defer receipt of certain equity incentive plan compensation (vested restricted stock awards and performance accelerated restricted stock awards and gains on non-qualified stock options) and required the deferral of equity incentive plan compensation to the extent that such compensation would not be deductible by the Company for federal income tax purposes due to the limitation imposed by Internal Revenue Code Section 162(m) on the deductibility of compensation that is not performance-based. The Deferred Compensation Program was amended in 2005 to provide that the only deferrals permitted after 2004 are mandatory deferrals of equity incentive plan compensation that is not deductible under Internal Revenue Code Section 162(m). Any shares representing stock incentives that are deferred under the Deferred Compensation Program are cancelled and tracked as “phantom” shares. During the deferral period, the participant’s account is credited with amounts equal to the dividends paid on actual shares.

 

All of the Company’s nonqualified deferred compensation programs are unfunded. Any deferred compensation payment obligations under the programs are at all times unsecured payment obligations of the Company.

 

The Company has entered into Management Continuity Agreements with each of the named executive officers. Other than the termination compensation amounts, the agreements are identical.

 

The agreements provide for certain benefits if the Company experiences a change-in-control followed by termination of the executive’s employment:

 

 

“Cause” means continued and willful failure to perform duties or conduct demonstrably and materially injurious to the Company or its affiliates.

 

All of the agreements provide for three-year terms. On the first anniversary, and every anniversary thereafter, the term is extended automatically for an additional year unless the Company elects not to extend the term. All agreements automatically expire on the second anniversary of a change-in-control notwithstanding the length of the terms remaining on the date of the change-in-control.

 

If benefits are paid under an agreement, the executive will receive (i) a lump-sum severance payment equal to the present value of (a) for Messrs. Niblock and Stone, three times the executive’s annual base salary, non-equity incentive compensation and welfare insurance costs, and (b) for Messrs. Hull, Canter and Bridgeford, 2.99 times annual base salary, non-equity incentive compensation and welfare insurance costs, and (ii) any other unpaid salary and benefits to which the executive is otherwise entitled. In addition, the executive will be compensated for any excise tax liability he may incur as a result of any benefits paid to the executive being classified as excess parachute payments under Section 280G of the Internal Revenue Code and for income and employment taxes attributable to such excise tax reimbursement.

 

All legal fees and expenses incurred by the executives in enforcing these agreements will be paid by the Company.

 

The following table shows the amounts that would have been payable to the named executive officers if a change in control of the Company had occurred on February 2, 2007 and the named executive officers’ employment was terminated by the Company’s successor without cause immediately thereafter:

 

 

 

 

 

 

 

The amounts presented are the dollar amounts of compensation expense recognized by the Company for financial statement reporting purposes for the Fiscal Year ended February 2, 2007. The amounts include compensation expense recognized for awards granted in the Fiscal Year ended February 2, 2007 and in previous fiscal years, except the compensation expense amounts have not been reduced by the Company’s estimated forfeiture rate. Executives receive dividends on unvested shares of restricted stock and the right to receive dividends has been factored into the determination of the fair value of the stock awards and the resulting amounts presented above.

 

 

 

All amounts presented above, other than the amount for personal use of corporate aircraft, equal the actual cost to the Company of the particular benefit or perquisite provided. The amount presented for personal use of corporate aircraft is equal to the incremental cost to the Company of such use. Incremental cost includes fuel,

landing and ramp fees and other variable costs directly attributable to the personal use. Incremental cost does not include an allocable share of the fixed costs associated with the Company’s ownership of the aircraft.