Form 8-K LOWES COMPANIES INC For: Nov 13

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November 13, 2015 3:51 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 13, 2015

LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)

 
North Carolina
 
1-7898
 
56-0578072
 
 
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(IRS Employer
 Identification No.)
 

 
1000 Lowe’s Blvd., Mooresville, NC
28117
 
 
(Address of principal executive offices)
(Zip Code)
 
 
 
 
 
 
Registrant’s telephone number, including area code
(704) 758-1000
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    On November 13, 2015, the Board of Directors (the “Board”) of Lowe’s Companies, Inc. (the “Company”) elected Bertram L. Scott, Senior Vice President of Population Health and Value Based Care at Novant Health, to the Company’s Board as a director, effective that day, with a term expiring at the Company’s 2016 annual meeting of shareholders.  Concurrent with his election as a director, Mr. Scott was appointed to the Audit Committee and the Governance Committee of the Board.  There are no arrangements or understandings between Mr. Scott and any other persons pursuant to which he was selected as a director.  Additionally, there are no transactions involving the Company and Mr. Scott that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Scott will be entitled to receive compensation for his Board and committee service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Compensation of Directors” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2015, as adjusted by the Board from time to time.

A copy of the press release announcing Mr. Scott’s election to the Company’s Board is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.
99.1
Press Release, dated November 13, 2015, announcing Bertram L. Scott’s election to the Company’s Board.




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
LOWE’S COMPANIES, INC.
 
 
 
 
 
Date: November 13, 2015
By:
/s/ Ross W. McCanless
 
 
 
Ross W. McCanless
General Counsel, Secretary and Chief Compliance Officer
 



















































INDEX TO EXHIBITS
Exhibit No.
 
Description

99.1
 

Press Release, dated November 13, 2015, announcing Bertram L. Scott’s election to the Company’s Board.







Exhibit 99.1
For Immediate Release
November 13, 2015
Contacts:
Media Inquiries:
 
Shareholders’/Analysts’ Inquiries:
 
Chris Ahearn
 
Tiffany Mason
 
704-758-2304
 
704-758-2033
 
 

LOWE’S COMPANIES, INC. NAMES BERTRAM L. SCOTT
TO BOARD OF DIRECTORS
MOORESVILLE, N.C. - At its meeting today, the board of directors of Lowe’s Companies, Inc. (NYSE: LOW) appointed Bertram L. Scott, 65, to the board, effective immediately. Today’s announcement brings Lowe’s board of directors to 12 members, 11 of whom are independent.
Scott brings to the board a wealth of senior leadership experience, having served as senior vice president of Population Health and Value Based Care at Novant Health since 2015 and as president, CEO and director of the Affinity Health Plan from 2012 to 2014. Scott was president, U.S. Commercial of CIGNA Corporation and served as executive vice president of TIAA-CREF for ten years and as president and CEO of TIAA-CREF Life Insurance Company from 2000 to 2007.  He presently serves on the boards of Becton, Dickinson and Company and AXA Financial, Inc.
“With his leadership, strategy and integration experience, Bertram will provide valuable perspective as Lowe’s continues to transition from a home improvement retailer to an omni-channel home improvement company,” said Robert A. Niblock, Lowe’s chairman, president and CEO.
Scott will serve on the Audit and Governance committees. He will stand for election at Lowe’s 2016 annual meeting of shareholders.
Lowe’s Companies, Inc. (NYSE: LOW) is a FORTUNE® 50 home improvement company serving approximately 16 million customers a week in the United States, Canada and Mexico through its stores and online at Lowes.com, Lowes.ca and Lowes.com.mx. With fiscal year 2014 sales of $56.2 billion, Lowe’s has more than 1,845 home improvement and hardware stores and 265,000 employees. Founded in 1946 and based in Mooresville, N.C., Lowe’s supports the communities it serves through programs that focus on K-12 public education and community improvement projects. For more information, visit Lowes.com.
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