Lowe's Companies, Inc. (LOW)
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AGM 2016

May 27, 2016

Speaker 1

Ladies and gentlemen, the meeting is about to begin. Please take your seats. Before we begin, please note that the use of cameras or sound recording devices, except those used by Loews to provide a record of the proceedings, is prohibited. In addition, throughout this presentation, you will hear forward looking statements as defined in the Private Securities Litigation Reform Act of 1995. Management's expectations and opinions reflected in those statements are subject to risks, and the company can give no assurance that they will prove to be correct.

Those risks are described in the company's annual meeting press release and in its filings with the Securities and Exchange Commission. Also, during this presentation, management will use certain non GAAP financial measures. You can find a reconciliation to the most directly comparable GAAP financial measures and other information about them posted on Loews' Investor Relations website within the Q4 2015 slides and reconciliation of non GAAP measures available under the quarterly results. And now please welcome Loews' Chairman, President and CEO, Mr. Robert Nibloc.

Speaker 2

Well, good morning and welcome to Loews 2016 shareholders meeting. We're certainly glad you could join us today. And on behalf of Loews, thank you for your continued support and commitment. To begin this meeting, I'm pleased to announce that your Board of Directors approved a 25% increase in Loews quarterly dividend, increasing from $0.28 per share to $0.35 per share, which is scheduled to be paid on August 3 this year. Thank you.

This increase is a result of the dedication and hard work of employees across the organization led by our executive management team who is here with us today. Please stand to be recognized. Now I'd like to introduce your Board of Directors who are standing for election at today's meeting. Please hold your applause until all have been recognized. In addition to myself, in the front row are Mr.

Raul Alvarez, Ms. Angela Brawley, Ms. Sandy Cochran, Ms. Lori Douglas, Mr. Rick Dreiling, Mr.

Marshall Larson, Mr. Jim Morgan, Mr. Bert Scott, Mr. Eric Wiseman and also Mr. Bob Johnson, is also standing for election, but is unable to attend today's meeting.

Let's give him a round of applause. In addition, I'd like to recognize Mr. Dave Bernauer and Mr. Dick Lockridge. Please stand.

Dave and Dick are retiring from Loews Board today. Dave and Dick, we will miss your passion, your advice and your counsel, as well as your insights and your inspiration. Thanks to both of you for your many years of dedicated service to the company. Give them a round of applause. Next, I'd like to introduce Brad Vineyard from the independent accounting firm of Deloitte and Touche.

Brad is over here. He's available to answer your questions after the meeting. Also, Sid Roderick, Senior Director at Broadridge has been appointed Inspector of Election for this meeting. Broadridge will assist with the tabulation of proxies and ballots. As your proxy cards indicated, Mr.

McCanless and Mr. Hull have been duly appointed as proxies for this meeting. At this time, I officially call the meeting to order. Mr. McCandless, please report on the mailing of the notice of this meeting, the presence of a quorum and other business we will consider today.

Speaker 1

Thank you, Robert. Notice of the annual meeting of shareholders of Lowe's Company Inc. Has been provided to shareholders of record as of March 18, 2016. The notice and accompanying proxy statement were mailed to shareholders beginning on April 11, 2016 and as of today, there were 898,060,161 shares of common stock outstanding, of which 807,325,148 shares are represented today, either in person or by proxy. Therefore, we have a quorum.

As provided in the notice of the annual meeting of shareholders, the purpose of this meeting is to address 6 items of business. 1st, elect 11 directors to a term of 1 year. 2nd, approve the company's 2016 annual incentive plan. 3rd, approve on an advisory basis the company's named executive officer compensation in fiscal 2015. 4th, ratify the appointment of Deloitte and Touche as the company's independent registered public accounting firm for fiscal 2016.

5th, consider and vote on to shareholder proposals if properly present. And 6th, transact such other businesses may properly come before the annual meeting or any adjournment or postponement thereof. With regards to the 5th item of business, to consider and vote upon the 1st shareholder proposal regarding an annual sustainability report, Mr. Michael O'Sullivan as the designated representative of David Brooks will now have 3 minutes to present the proposal. Mr.

O'Sullivan?

Speaker 3

Thank you. Good morning. So I'm Mike O'Sullivan, here to represent proposal 5, the shareholder proposal regarding the annual sustainability report sponsored by David Brook. This proposal asked Loews to prepare a freestanding annual sustainability report to identify and publish a report highly in the work the company is doing on policies, programs, metrics and goals related to greenhouse gas emissions management, employee safety, workforce diversity, water management, supply chain stability, sustainability reporting and waste management are examples of the types of information provided in this kind of report. There's strong evidence that environmental, social and government risks reporting transparency provides a number of business advantage that make it more than worth the cost.

Let's focus on two points. The ESG data collected for the report will be useful and will benefit the corporation and its shareholders. Transparency on these issues is steadily becoming the norm and Loews may inadvertently penalize itself by not being more transparent on LSG issues. Broader data enables more efficient decision making by all employees. If managers and directors do not have access to timely information with which to understand the full impacts of their decisions, they may be prone to suboptimal choices.

According to Ernst and Young, sustainability reporting requires companies to gather information about processes and impacts that they may not have measured before. This new data can provide firms with knowledge necessary to reduce their use of natural resources, increase efficiency, improve their operational performance. In addition, sustainability reporting can prepare firms to avoid or mitigate environmental and social risks that may have material impacts on their business while delivering better business, social, environmental and financial values. It's also important to understand how Lowe's compares to the competition. Starting in 2015, the Home Depot began its own freestanding sustainability reporting process.

The fact that Home Depot recognized the importance of ESG reports should be a clear signal that Lowe's should step up and start aggressively identifying reporting ESG performance. Please vote in support of proposal 5 for an annual sustainability report.

Speaker 1

Thank you. After careful consideration of the proposal, the board recommended voting against this proposal since in summary a standalone sustainability report as described in the proposal would be duplicative of the currently provided sustainability reporting as more fully set forth in the company's proxy statement. With regards to the 2nd shareholder proposal regarding proxy access, Mr. O'Sullivan will also be acting as the designated representative of the proponent, Mr. John Chibeban, and will now have 3 minutes to present the proposal.

Speaker 4

Thank you very much.

Speaker 3

Shareholders ask the Board of Directors to adopt and present for shareholder approval, if necessary, a proxy access by law as detailed in the proxy statement. More than 52 proposals like this proposal won majority votes at major companies in 2015. The right of shareholders to nominate director candidates at a reasonable cost is fundamental to good corporate governance and director accountability. Long term shareholders should have a meaningful voice in nominating and electing directors. The Chartered Financial Analyst Institute performed a cost benefit analysis and found that proxy access has the potential to enhance board performance, potentially increase the U.

S. Market capitalization by up to $140,000,000,000 would benefit both markets and corporate boardrooms with little cost or disruption. Please vote to enhance shareholder value, proxy access for shareholders, proposal 6.

Speaker 1

Thank you, Mr. O'Sullivan. After careful consideration of the proposal, the Board recommended voting against this proposal in light of the Board's action in March 2016, amending the company's bylaws to implement proxy access as more fully set forth in the company's proxy statement. Robert, this completes our shareholder proposals and I return the meeting to you.

Speaker 2

Thank you, Bill. I now declare the polls open for voting. The proxies have already delivered their ballots to the Inspector of Election. If you have already delivered a proxy, it is not necessary to vote in person unless you wish to change your vote. Anyone who desires to vote in person should raise your hand so that we may provide you with a ballot.

Okay. I do not see any hands raised. Since all votes have now been cast, I declare the polls to be closed. Sid, do you have the report? I've received the report from the voting inspector and based upon the vote of shareholders, let me note that all nominees to the Board of Directors are elected.

The company's 2016 annual incentive plan has been approved. The compensation paid to the company's executive officers has been approved. Deloitte and Touche is ratified as the company's independent public accountant, and both shareholder proposals have failed. Please note that the final voting results will be filed with the SEC within 4 business days. That concludes the business portion of this meeting.

I will now provide insight into our progress and performance in 2015. 2015 saw a strong performance for Loews. Our sales exceeded $59,000,000,000 a 5.1% increase over 2014, and we delivered comparable sales growth of 4.8%. We leveraged our sales growth to deliver an increase in adjusted net earnings of 14% and an increase in adjusted earnings per share of 21% to a company record $3.29 The company paid $957,000,000 in dividends for the year, while also repurchasing $3,800,000,000 of stock under our share repurchase program. Our stock price finished the fiscal year at $71.66 a 5.8% increase over the final day of fiscal 2014.

And after reporting our Q1 2016 earnings, our stock price hit an all time high earlier today of $80.69 A year after becoming America's number one retailer in appliances, we claimed the number one spot in J. D. Power's customer satisfaction ranking for appliance retailers. Fortune Magazine named Lowe's the world's 5th most admired specialty retailer and Statista announced that the Lowe's app was the 2nd fastest growing app in the world in 2015. Internationally, we announced our decision to exit our joint venture in Australia as well as our decision to acquire Canadian home improvement retailer, Rona, in order to accelerate our growth north of the border, where Lowe's Canada delivered double digit comps in local currency in 2015 resulting in 3 consecutive years of double digit comp performance.

By continuing to make sound strategic decisions and invest for long term growth, produce milestones and achievements like these that allow shareholders to enjoy benefits like today's dividend increase and also year over year increases in our stock price. That kind of solid financial performance enables us to maintain our accelerated pace of transformational change and deliver customer experiences that differentiate us from the competition. Experiences that were enhanced in 2015 with the opening of a third contact center in Indianapolis, 2 urban stores in Manhattan, the relaunch of lowesforpros.com and the expansion of our project specialist interior program to almost 1400 stores nationwide. These enhancements represent our continuing effort to meet customers whenever and wherever they choose to engage with Lowe's, whether that's over the phone, in a densely populated urban area, online or in their home. At the heart of this effort is innovation, innovation in the form of new ideas, new services, new products and new technology like this.

Speaker 5

And there's different words for innovation, evolution, iteration, improvement.

Speaker 6

Innovation gives you a forum for creativity, for imagination, for experimentation. So the whole premise is how we engage with the customer. The customer always has to be at the forefront of everything that we do.

Speaker 7

It helps us become more important in their lives as they look to do their day to day tasks in a way that's more simple and more seamless.

Speaker 5

Lowe's wants to be a partner with people on their co creation of what's possible. We built everything

Speaker 4

from

Speaker 5

virtual reality showrooms and stores called the holler in to autonomous robots.

Speaker 8

One of the key impediments of getting a home improvement project done is being able to pull all of the elements together. Deckorist is a technology platform that connects people to interior

Speaker 9

of sale, you think about the convenience for the customer of not waiting in a long line. The Apple Watch is very innovative because it's the first time you really have an opportunity to have something that's so quickly available, the ability to see recent purchases that you've made, to use voice search to find products in the store. These are some of the things that really drive a better overall shopping experience. It's just an incredible opportunity for us to really improve customers' lives.

Speaker 5

Who would have thought that Lowe's would be the one coming up with the 1st autonomous robot in the store? Who would have thought that Lowe's would be the 1st brand in space? I love that glimmer in people's eyes when they hear what we're doing for the first time and they think, I can't believe that Lowe's is doing this. And that is because Lowe's is different than what most people think we are. We are an innovative company.

We are not just talking the talk. We are walking the walk and that's a pretty powerful thing.

Speaker 2

The momentum of 20 the momentum of 20 14 and leveraging innovation to further enhance the customer experience we deliver every single day, we made tremendous progress in 2015, setting the stage for further success in 2016. Current economic forecasts suggest a healthy environment for home improvement. We expect job income levels to steadily strengthen, creating opportunity for greater discretionary spending among consumers. With home prices continuing their steady upward trend, housing remains a bright spot and we're prepared to capitalize on this opportunity by delivering better customer experiences through omnichannel capabilities and remain committed to improving our productivity and profitability. With an emphasis on these two points in 2016, we're confident that we will drive further increases in earnings before interest and taxes or EBIT and we expect earnings per share of approximately $4.11 an increase of 24.9% over our 2015 adjusted earnings per share.

While our financial results are strong, they only tell part of the story. We continue to view our growth in top line sales, productivity and profitability as anticipated outcomes of our company wide commitment to fulfilling a purpose that goes beyond just making money. By focusing on the customer and galvanizing our entire organization around the idea that we exist to help people love where they live, we're setting ourselves up to deliver a strong financial performance today, tomorrow and for years to come. In 2015, we continued the hard work of transforming our company from 1 with a purpose to 1 driven by purpose and define for ourselves the culture required to bring our purpose to life. We saw tremendous examples of employees understanding and embracing our purpose and making sound business decisions on behalf of customers.

From an associate taking extra care and cutting shades for a customer because they reminded her of the home where she grew up to a design specialist who went the extra mile to design a kitchen for a customer who is gradually losing her sight and will need to be able to use it in complete darkness. 2015 showed us that our purpose not only resonates across the organization, but provides employees with the guidance they need to make the right decision for customers, the kind of decisions that build long term relationships and enable Lowe's to become their lifelong partner in home improvement. To instill decision making like that and perpetuate a journey from a company with a purpose to a company driven by purpose, we have to transform our culture and help our people feel empowered to do what's right. By defining our culture as being purpose driven, customer centric, service minded and principles based, we're giving each of our 285,000 employees the opportunity to demonstrate the values and behaviors we believe are necessary to take our next steps on our journey. But we also recognize that helping people love where they live extends beyond the four walls of a customer's home and into the communities where people live, work and play.

Through partnerships with organizations like Habitat for Humanity, Rebuilding Together, SkillsUSA and a host of others, we're able to revitalize neighborhoods, help families build futures and give students the skills and experience they need today to become the contributors and leaders we need tomorrow. Through the Loews Toolbox for Education, we're able to support public education with grants for school improvement projects and technology upgrades. And beginning this year, through a new initiative called Give Back Time, our employees are able to spend more than 2,000,000 hours giving back in a variety of ways that leave a positive and lasting impact on the world around us. We believe that service to the community is service to the customer. And by recognizing the power and importance of being service minded, we're able to strengthen the relationships we have with customers and drive loyalty in ways that discounts, promotions or rebates alone cannot.

By empowering employees to serve and deliver experiences that can't be replicated, we've helped them discover the connection to our purpose, to each other and most importantly, to the customer. It's that connection that will propel us forward along our journey toward a future where Lowe's meets customers whenever and wherever they choose to engage with solutions that meet their needs. That concludes the update portion of this meeting. I'll now open the meeting to shareholders with questions. If you have a question, please step to the microphone and state your name and the organization for which you are a proxy if you are here on their behalf.

Please limit your question to no more than 2 minutes and hold follow-up questions in order to give other shareholders an opportunity to be heard. The floor is now open for questions. Okay. Since I don't see any question sorry, I do have a question back there. If you'll step to the microphone.

Speaker 4

Good morning. Good morning. Good morning, everyone. My name is Tim Augustein. I'm not proxying anyone.

I own the stock myself. It's in my IRA. What I wanted to know briefly is, is there anything I've come a long way to be here and I want to know if there's anything this is going to sound kind of strange, but is there anything to see at the company headquarters in Mooresville that I might want to go there to see while I'm here? See, I mean, we're not a manufacturing company. Basically, we distribute home building supplies.

And I can't believe there's like a giant warehouse there, but I've never been to Mooresville, obviously. So you understand my question?

Speaker 2

Yes. So, no, at our corporate yes, you're right. Our stores are obviously distributed out across the country in our distribution centers. At Mooreswood's a corporate campus where we house our people there at the campus. So, yes, we've got some of our community relations people here.

If you would like to stop by and see a tour of the campus, we'll be glad to they'll see you after me, we'll be glad to arrange that for you.

Speaker 4

Okay. And as long as I'm here, I am again, like I say, I've come a long way. And before I came, I tried to inquire from your Investor Relations staff if anybody ever does anything like a social event for folks like myself, I mean, I own 100 shares. I'm not a high roller. And so I was hope guess I just wanted to say that if anybody would like to see me about that after the meeting, I'd be interested in setting something like that up for next year.

Speaker 2

Yes. So what we'll do is our Investor Relations people here, they will get with you, certainly make sure that you have access to the call in information for quarterly conference calls and those type of things to keep you updated on how we're performing so that you'll know how that translates into your to the price of our stock.

Speaker 4

Okay.

Speaker 10

All

Speaker 2

right. Thank you. Any other yes.

Speaker 10

Good morning, sir.

Speaker 2

Good morning.

Speaker 10

I don't have a question. I have a comment. My name is Wayne Culp. I was retired from Lowe's in January of 14, 19 years part time.

Speaker 2

Okay.

Speaker 10

And my comment has to do with Mr. Harry, Bob, who, they've you've got this new program for employees for replacement hips and knees and all that stuff. And I heard about it from a fellow that I used to work with. And I think that probably is the best thing that Lowe's has ever done for its employees. And I think Bob deserves a hand, whether he did it or just took credit for it.

I don't know.

Speaker 2

Well, we have a great team that works on things like that. And Bob Erie was part of the team in our HR benefits group that brought that to us. And example, with partnerships like places like the Cleveland Clinic, if we have an employee who qualifies for that such as a hip replacement surgery, then we take them up there. It's all expense is paid. And we've had the number of employees that have gone through the program and we get tremendous feedback from that.

I think actually Cleveland Clinic has heart procedures, I think, that we go through up there. We've had tremendous feedback from employees that have gone through the program. So thank you for that.

Speaker 10

I thought it needed to be brought up.

Speaker 2

Well, good. Well, thank you for that. Like I said, whether it's that knee, hip replacement, the heart, we've had I get many times from our employees that have gone through that I get personal emails where they've reached out to me and talked about how great the experience was. So thanks for bringing that up for us today. Thank you, Wayne.

And thanks for your service to Lowe's, your 19 years as well. Other questions or comments? Okay. Since I don't see any other hands raised, I'd like to express my appreciation certainly for your continued support and commitment and for you attending this year's meeting. Thanks also to the shareholders who submitted their proxies, but were unable to attend today's meeting.

This meeting is now adjourned. Thank you.

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