Sector: Consumer Discretionary
BEST BUY INC · Meeting: June 12, 2026
Directors FOR
5
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Ms. Barry has served as director since June 2019 (over 24 months), and during her tenure BBY's 3-year total return of -2.0% trails the company-disclosed peer group median of +24.6% by 26.6 percentage points — exceeding the 20pp threshold that applies when absolute 3-year returns are negative; the 5-year gap of -55.2pp versus the peer median of +19.5% does not provide a mitigating longer-term track record, so the trigger is sustained and no downgrade to FOR is warranted; as the sitting CEO she also bears primary accountability for the company's performance relative to peers.
Ms. Caputo has served since December 2009 (well over 24 months), and BBY's 3-year total return of -2.0% is 26.6pp below the peer group median, exceeding the 20pp threshold for negative absolute 3-year returns; the 5-year underperformance of 55.2pp versus peers also confirms sustained underperformance, so no mitigant applies.
Mr. Kenny has served since September 2013 (well over 24 months), and BBY's 3-year total return of -2.0% is 26.6pp below the peer group median, exceeding the 20pp threshold for negative absolute 3-year returns; the 5-year underperformance of 55.2pp versus peers confirms this is not a temporary dip, and as Board Chair he bears particular accountability for the company's strategic direction and governance during this period of sustained underperformance.
Mr. Marte has served since January 2021 (over 24 months), and BBY's 3-year total return of -2.0% is 26.6pp below the peer group median, exceeding the 20pp threshold; the 5-year gap of 55.2pp versus peers confirms sustained underperformance with no mitigating longer-term record.
Ms. McLoughlin has served since September 2015 (well over 24 months), and BBY's 3-year total return of -2.0% is 26.6pp below the peer group median, exceeding the 20pp threshold; the 5-year gap of 55.2pp versus peers confirms sustained underperformance with no mitigating longer-term record.
Ms. Munce has served since March 2016 (well over 24 months), and BBY's 3-year total return of -2.0% is 26.6pp below the peer group median, exceeding the 20pp threshold; the 5-year gap of 55.2pp versus peers confirms sustained underperformance with no mitigating longer-term record.
Ms. Parham has served since March 2018 (well over 24 months), and BBY's 3-year total return of -2.0% is 26.6pp below the peer group median, exceeding the 20pp threshold; the 5-year gap of 55.2pp versus peers confirms sustained underperformance with no mitigating longer-term record.
Mr. Rendle has served since March 2021 (over 24 months), and BBY's 3-year total return of -2.0% is 26.6pp below the peer group median, exceeding the 20pp threshold; the 5-year gap of 55.2pp versus peers confirms sustained underperformance with no mitigating longer-term record.
For Analysis
Ms. Frank joined the board in September 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply; she brings highly relevant retail and finance expertise as CFO and interim co-CEO of lululemon.
Mr. Jadeja joined the board in November 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply; he brings relevant CEO, finance, and digital experience from Riot Games.
Mr. Kimbell joined the board in July 2023, which is within the 24-month new-director exemption period (less than 36 months ago and his tenure covers less than half the underperformance period), so the trigger does not automatically fire; he brings strong retail CEO experience from Ulta Beauty that is highly relevant to Best Buy's strategy.
Ms. Sistani joined the board in March 2023, which is less than 36 months ago and her tenure covers less than half the 3-year underperformance period, so per policy the trigger is flagged but does not automatically result in a No vote; she brings relevant CEO and digital/technology expertise.
Ms. Whittington joined in March 2023 (less than 36 months, covering less than half the underperformance period) so the TSR trigger does not automatically fire; she is a sitting CEO but holds only one outside public board seat (Best Buy), which does not exceed the two-seat limit for sitting CEOs; she brings strong finance and CEO experience relevant to Best Buy.
Best Buy's 3-year total return of -2.0% trails the company-disclosed compensation peer group median of +24.6% by 26.6 percentage points, which exceeds the 20pp threshold that applies when absolute 3-year returns are negative, triggering AGAINST votes for all directors whose tenure meaningfully overlaps with the underperformance period; the 5-year record (BBY -35.7% vs. peer median +19.5%, a gap of -55.2pp) confirms sustained underperformance rather than a temporary dip, so no 5-year mitigant is available; newer directors who joined within 24 months (Frank, Jadeja) are exempt, and directors who joined within 36 months but whose tenure covers less than half the underperformance period (Kimbell, Sistani, Whittington) receive FOR votes under the proportional application of the trigger.
CEO
Corie Barry
Total Comp
$16,150,300
Prior Support
91.6%%
Prior Say on Pay support was 91.6% at the 2025 meeting, well above the 70% threshold that would require visible remediation; the compensation structure is heavily performance-weighted with the majority of CEO pay in variable incentive awards tied to financial metrics and relative total shareholder return versus the S&P 500, satisfying the pay-mix requirement; while BBY has underperformed its peer group on stock returns, the long-term incentive program demonstrates alignment because the fiscal 2023 performance share awards (based on 3-year relative TSR) paid out at zero after failing to meet threshold, showing the incentive structure is working as intended and executives did not receive above-benchmark variable pay disconnected from shareholder experience.
Auditor
Deloitte & Touche LLP
Tenure
21 yrs
Audit Fees
$4,297,000
Non-Audit Fees
$264,000
Deloitte has audited Best Buy since 2005 (approximately 21 years), which is below the 25-year tenure threshold that would trigger a No vote; the non-audit fees (audit-related fees of $223,000 plus tax fees of $41,000 = $264,000) represent about 6.1% of audit fees of $4,297,000, well below the 50% threshold; the lead audit partner rotated in March 2026, which is a positive governance feature; no material financial restatements are disclosed; Deloitte is a Big 4 firm appropriate for a company of Best Buy's size and complexity.
2 proposals submitted by shareholders
Proposal 4
This proposal asks the board to publish a report on the risks of including environmental, social, governance (ESG) and diversity, equity, and inclusion (DEI) metrics in executive pay plans; based on the framing and subject matter, this proposal reflects a politically motivated effort to discourage ESG and DEI-related pay practices rather than a neutral fiduciary concern about compensation design, placing it in the ideological-conservative filer category under our policy. Under the voting policy, proposals from ideological filers on either side of the political spectrum are voted AGAINST regardless of surface framing, because they serve political rather than shareholder goals. A neutral fiduciary investor focused solely on compensation risk would not single out ESG/DEI metrics for a special risk report while ignoring other compensation metric risks.
Proposal 5
This proposal asks the board to publish a report assessing whether sustainability investments were evaluated using financial return metrics like net present value and return on investment; while framed as a financial discipline question, the proposal's specific focus on sustainability investments — rather than capital allocation broadly — signals an ideological motivation to scrutinize or discourage ESG spending rather than a genuine, neutral concern about capital allocation discipline that a neutral fiduciary would apply across all investment categories. Under our voting policy, ideologically motivated proposals from either direction are voted AGAINST; a credible governance-focused filer concerned about capital allocation discipline would seek a broader report covering all major investment categories, not one singling out sustainability.
Best Buy's 2026 annual meeting ballot is dominated by a significant stock performance concern: the company's shares have lost value over three years while the disclosed compensation peer group gained over 24%, a gap that triggers AGAINST votes for nine of thirteen director nominees whose tenure meaningfully overlaps the underperformance period; the Say on Pay vote is supported because the compensation structure is genuinely performance-linked (fiscal 2023 performance share awards paid out at zero reflecting poor TSR), prior shareholder support has been consistently above 90%, and two ideological stockholder proposals targeting ESG/DEI pay metrics and sustainability spending are voted against because they reflect political advocacy rather than neutral fiduciary concerns.
14 companies disclosed in 2026 proxy filing
