Good day everyone, welcome to the Best Buy Company Annual Meeting. I'll turn the call over to your host, Chairman David Kenny. Please go ahead, David.
Thank you. Good morning, everyone. On behalf of the board of directors and the entire Best Buy organization, I would like to thank you for your interest in our company. We know your time is valuable, we appreciate you taking the time to be with us online today. At this time, I would like to call the 2026 regular meeting of shareholders to order. Joining us today are my fellow board members, Corie Barry, our CEO, Lisa Caputo, Meghan Frank, Dylan Jadeja, Dave Kimbell, Mario Marte, Karen McLoughlin, Claudia Munce, Richelle Parham, Steve Rendle, , and Melinda Whittington. In addition to our board members, Todd Hartman, our Chief Legal and Risk Officer and Secretary, is also present, along with other members of our executive team.
In particular, we are joined by Jason Bonfig, our Chief Customer, Product and Fulfillment Officer, who has been named to succeed Corie Barry as the sixth CEO in our company's history. A representative from Deloitte & Touche LLP, our independent auditing firm, is also present and available to answer appropriate questions you may have for them as auditors of the company's financial statements. The meeting agenda, which will govern the order of business at this meeting, the rules of conduct are available on our virtual shareholder forum. The meeting will be conducted in accordance with that agenda and those rules. Please note that only business matters appropriate for shareholder action may be considered at this meeting. At the end of the meeting, we will have a question and answer session. Shareholders of record can submit questions at any time during the meeting through the virtual meeting platform.
Please keep in mind that comments made during the meeting may contain forward-looking statements, which are subject to risks and uncertainties. For more information about the factors that could cause actual results to differ from management's expectations, please see our most recent 10-K and 10-Q filings on our website or on the SEC's website. The board has appointed Beth VanDerb eck of Broadridge to take an oath and act as Inspector of Election for this meeting. The polls are open for voting online during the meeting. Most shareholders have already voted by proxy, we have tallied your proxy votes. For those of you who have not yet voted or who want to change your vote, please vote now by following the instructions online. The polls will close after we announce the items to be voted upon.
Until the polls close, any shareholder may revoke or change his or her proxy and may vote on any matter. The notice of meeting and our proxy materials were mailed by Broadridge, our transfer agent, beginning April 30th, 2026, to all shareholders of record as of April 13th, 2026, and as a result, the meeting is being held pursuant to proper notice. Proxies representing approximately 90% out of the approximately 210 million shares of the company's outstanding shares eligible to vote have been received. Accordingly, a quorum is present, and the meeting is duly constituted and should proceed. Upon motion, the reading of the minutes of the regular meeting of shareholders held on June 13th, 2025, will be waived.
So moved.
I second.
We have requested our shareholders vote on the following items as set forth in our proxy statement. The first item of business is the election of 13 directors nominating by the board, including Corie Barry, Lisa Caputo, Meghan Frank, Dylan Jadeja, David Kenny, Dave Kimbell, Mario Marte, Karen McLoughlin, Claudia Munce, Richelle Parham, Steve Rendle, Sima Sistani, and Melinda Whittington, each to serve for a one-year term. Our board unanimously recommends a vote in favor of each nominee. The second item of business is the ratification of the appointment of Deloitte & Touche LLP as the company's independent auditor for the current fiscal year ending on January 30th, 2027. The board also recommends a vote for this proposal. The third item of business is an advisory vote on the compensation of our named executive officers or say on pay as disclosed in our proxy statement.
The board recommends a vote in favor of this proposal. We are seeking your vote on two shareholder proposals if properly presented at the meeting. The company's response to each of these proposals is set forth in our proxy statement. The presenting shareholder has 3 minutes to present their proposal and will be notified when there are 30 seconds remaining so they may conclude their remarks. Shareholders should restrict their comments to the proposal before the meeting. Out of fairness to all shareholders, and in accordance with the rules of conduct, if the shareholder proponent has questions, those questions should be submitted through the virtual meeting platform. The first shareholder proposal was submitted by Bowyer Research on behalf of The Heritage Foundation and will be presented by a representative of The Heritage Foundation.
My name is Stefan Padfield, I am a Principal of the Free Enterprise Initiative at The Heritage Foundation. The Heritage Foundation is the proponent of item four, which seeks a report on the risks to shareholder value associated with incorporating ESG and DEI metrics into executive compensation.
The Heritage Foundation's Free Enterprise Initiative focuses on, among other things, highlighting corporate risks that threaten the free enterprise system that has powered American prosperity for generations. We essentially offer corporations a free consulting service to ensure actual viewpoint diversity breaks through any echo chamber governance issues that might be clouding the corporation's decision-making. Even in situations where, like here, our good faith efforts at engagement have been rejected, we stand ever ready to begin dialogue in order to protect and advance shareholder value. In its opposition statement to our proposal, Best Buy admits that it includes a shared success component in its executive compensation plans and proceeds to attempt to defend that practice without any reference to what many would likely argue is actually relevant data, such as ROI.
There is relevant data available, it comes in the form of Best Buy stock returns, which have apparently underperformed the S&P 500 the past five years, three years, and one year as of June 10th, 2026, with total five-year underperformance coming in at roughly 88 percentage points. Meanwhile, an AI search concluded that Best Buy's annual CEO compensation the past five years is definitely not 88 percentage points lower than the median S&P 500 CEO, rather is in line with what one would expect for a company that at least provides investors with the same return they could get from an index fund.
Speaking of potential conflicts of interest, there is a specter of ideological bias cast over compensation plans that reward pursuit of things like race and sex-based hiring and promotion goals in the name of DEI or ESG-driven climate goals that appear to be incapable of accomplishing anything other than greenwashing while undermining national security, national energy independence, and general affordability. In Best Buy's case, that specter turns into a glaring red flag in the form of a high-risk rating on the 1792 Exchange's corporate bias ratings, including for concerns related to Best Buy apparently being committed to leveraging shareholder assets for net zero emission goals.
Another related red flag is that, as already mentioned, Best Buy refused to engage with The Heritage Foundation regarding this proposal, which arguably makes it impossible for Best Buy to have made the business decision to oppose our proposal on a fully informed basis, as required by fiduciary duty law. For all these reasons, as well as others set forth in our proposal, the board should issue the requested report to shareholders.
Thank you. Our board of directors has unanimously recommended that our shareholders vote against this proposal for the reasons described in our proxy statement. The second shareholder proposal was submitted by and will be presented by the National Center for Public Policy Research. If a representative of the National Center for Public Policy Research is on the line, I would now ask the operator to unmute the line to allow them to present their proposal.
No such representative is present.
Very well. Thank you. Our board of directors has unanimously recommended that our shareholders vote against this proposal for the reasons described in our proxy statement. Each director must receive a majority of votes cast. Each of the other items require a majority of the votes present in person or represented by proxy and entitled to vote in order to be approved. Preliminary results show shareholder approval in alignment with the board's recommendation on all the proxy items. We expect to post the final voting results on these matters within four business days on a Form 8-K. We have now completed the business portion of our meeting. Is there a motion to adjourn the business portion of the 2026 regular meeting of shareholders?
So Moved.
I second.
I declare the business portion of our regular meeting of shareholders adjourned. Before our Q&A session, I would like to spend a minute on the evolution of the Best Buy leadership team. After seven years as our CEO, Corie Barry made the decision that it was the right time for her and for Best Buy to move on to her next chapter. On behalf of the board, I want to thank Corie for her leadership and stewardship of Best Buy, not just as our CEO since 2019, but also for the 27 years of her life she devoted to the company. Corie guided our company with a passion for our employees, focusing on delivering great customer experiences and growing the business for our shareholders.
Following an extensive process considering internal and external candidates and in partnership with an external search firm, the board of directors proudly selected Jason Bonfig as the next CEO of Best Buy. The official transition will happen on November 1st of this year. We believe Jason is the right person at the right time to lead this extraordinary organization. Jason has a clear view of our future as he started to share during our first quarter earnings call. Jason's breadth of experience in merchandising, customer insights, marketing, marketplace, and Best Buy Ads will accelerate and grow our strategy. That experience, combined with his innovative ideas, creative thinking, decision-making, and leadership beliefs, will undoubtedly create an exciting future for Best Buy. Jason's vision of the future has already started to take shape.
Last month, Jason introduced his strategic framework focused on four priorities, which are, number one, advance Best Buy as a retail media and advertising and technology company. Number two, expand and grow our reach. Number three, elevate the Best Buy experience.
Behind it all, be a human-powered, customer-focused company. This will be a new era for the company. As a board, we are all excited about our future and what Jason and his team will deliver for customers, employees, and shareholders. Now we will proceed to the question and answer portion of the meeting, facilitated by Mollie O'Brien, our Head of Investor Relations.
Thank you, David. We have a few questions that were submitted prior to the meeting. You can also submit a question now through the virtual meeting platform. Questions will be grouped by topic, and we will answer as many questions as possible in the time we have allowed. If a question submitted today is not addressed, we encourage you to direct it to our investor relations team at investorrelations@bestbuy.com. Lastly, I would also like to refer stockholders to the rules of conduct posted. Our first question reads, "Why has Best Buy underperformed the stock market? How do you plan to reverse this trend?
First, we are proud of the way our team has navigated the last several years of dynamic macro environments. While we experienced several years of sales volatility during and after the pandemic, I am excited that over the last six quarters, we have been able to return our business to more stable performance, we're really excited that innovation in our space is accelerating. In addition to that, we're driving momentum based on our investments in our customer experiences and in the initiatives mentioned earlier to drive incremental profit streams. Our marketplace is driving unit share gains, our Best Buy Ads is accelerating, we're driving growth through our ability to uniquely commercialize new technology and serve our customers as they upgrade and replace their technology, no matter their budget. We've also been driving growth in key categories.
For example, we have delivered nine consecutive quarters of positive comparable sales in computing and five consecutive quarters of growth in mobile phones. Further, I fundamentally believe Jason is the right person with the right vision to further accelerate our strategic priorities and to do so with urgency. Maybe, Jason, you want to jump in and talk a little bit about where we go from here.
Yes. Thank you, Corie. I'll start with a few comments on the retail landscape, which is shifting faster than at any point in our history. Customer expectations are evolving. Technology is reshaping how we shop, learn, and live. When the world changes this quickly, the companies that move with intention, clarity, and an unrelenting focus on the customers are the ones that come out stronger. That's exactly what we intend to do. I look forward to working closely with our teams to build on the progress we are making, specifically focused on four areas to grow our business. One, advancing Best Buy as a retail, media, advertising, and technology company. Two, expanding and growing our reach. Three, elevating the Best Buy experience. Four, being human-powered and Customer-focused company.
Thank you, Corie and Jason. The second question, why did we implement the recent membership changes, what are we doing to ensure the program is successful?
No successful membership program is static, it's always been our intent to iterate and improve the program as we learn more from our members. Earlier this month, we began offering rewards points to 8 million paid members, allowing them to earn 1% back in rewards on eligible purchases and 6% back in rewards when they use the My Best Buy credit card. Points consistently ranks as the most frequently requested feature in our member research. Over 80% of Best Buy customers tell us that they want to earn points when they shop with us. The rewards points are in addition to the many popular benefits our paid members already receive today, including fast and free shipping, extended product return windows, exclusive prices, and for our Total members, product protection and 24/7 support.
We view our membership offering as always driving customer engagement, increasing our share of wallet, and adding fuel to our ad business. We will continue to monitor our membership offerings to ensure that these objectives are met.
Thank you, Jason. Our last question, why is Best Buy a bronze corporate partner with the Human Rights Campaign? Can the company explain active partnerships with controversial organizations like HRC that take radical stances on controversial issues, and how such partnerships forward Best Buy's fiduciary responsibility?
Our energy and attention are focused on accelerating our business and our unique position as our customers research and want help with their technology. We believe that's done best by creating a culture of belonging where everyone feels valued and can thrive. We believe that creating this environment is the right thing to do and has been key to our long-term success. At the core is our values, which were founded decades ago and hold as true today as they did then. These values focus in part on what it means to unleash the power of our people as individuals so everyone can learn, grow, and be the best version of themselves.
That concludes our question and answer session. I'll turn the meeting back over to David.
At this time, we conclude the meeting and look forward to connecting with you again next year. Thank you for attending our 2026 shareholder meeting. Have a wonderful day.
That concludes our meeting today. You may now disconnect.