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HOME DEPOT INC filed this S-3ASR on Aug 27, 2024

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HOME DEPOT, INC. - S-3ASR - 20240827 - INDEMNIFICATION

PART II

Information Not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses (other than underwriting discounts and commissions) of the registrant in connection with an offering of debt securities under this registration statement.

	Amount to be paid
SEC registration fee		*
Legal fees and expenses		+
Accounting fees and expenses		+
Printing fees		+
Trustee’s fees and expenses		+
Rating agency fees		+
Miscellaneous expenses		+
Total		+

In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee for the debt securities registered hereby.

Information regarding estimated expenses of issuance and distribution of the debt securities being offered will be provided at the time information as to such debt securities is included in a prospectus supplement in accordance with Rule 430B under the Securities Act.

Item 15. Indemnification of Directors and Officers

The following summary is qualified in its entirety by reference to the registrant’s Amended and Restated Certificate of Incorporation (as amended and restated effective June 2, 2011), the registrant’s By-Laws (as amended and restated effective February 23, 2023, the “By-Laws”) and the sections of the Delaware General Corporation Law referred to below.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, Article Ninth of the registrant’s Amended and Restated Certificate of Incorporation provides that no director of the registrant shall be liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

Article V, Section 1 of the By-Laws provides that the registrant shall indemnify and hold harmless, to the fullest extent permitted by the Delaware General Corporation Law then in effect or as thereafter amended, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all expenses, liability and loss (including attorneys’ fees) reasonably incurred by such person. Article V, Section 2 of the By-Laws provides that, subject to any applicable laws, the registrant shall pay the expenses (including attorneys’ fees) incurred by an officer or director of the registrant in defending any proceeding in advance of its final disposition; provided, however, that the payment of such expenses shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it shall ultimately be determined that such director or

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officer is not entitled to be indemnified. Expenses incurred by former directors and officers or other employees and agents of the registrant may be advanced upon such terms and conditions as the registrant deems appropriate.

Section 145 of the Delaware General Corporation Law generally provides that all directors and officers (as well as other employees and individuals) may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individuals in defense or settlement of certain specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, or a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification extends to the defense or settlement of an action, and the Delaware General Corporation Law requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.

Section 145 of the Delaware General Corporation Law permits a corporation to advance expenses to or on behalf of a person entitled to be indemnified upon receipt of an undertaking to repay the amounts advanced if it is determined that the person is not entitled to be indemnified and provides that the right to indemnification and advancement conferred thereby is not exclusive of any other right to which any person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. Section 145 of the Delaware General Corporation Law also authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as such at any other enterprise against any liability asserted against and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person under the Delaware General Corporation Law. Where a present or former director of a corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

In addition, as permitted by Article V, Section 6 of the By-Laws, the registrant maintains officers’ and directors’ liability insurance for the benefit of its officers and directors.

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