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

As described below under Item 5.07, on May 27, 2022, shareholders of Lowe's Companies, Inc. (the "Company") approved the Lowe's Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated (the "2022 LTIP"). The 2022 LTIP became effective upon shareholder approval and reflects a number of changes from the plan as last approved by shareholders, including: (i) extension of the term of the plan for 10 years from the date of shareholder approval, (ii) a one-year minimum vesting requirement applicable to all future awards granted under the 2022 LTIP, subject to certain limited exceptions, (iii) a $750,000 limit on non-employee director awards, (iv) removal of language itemizing a detailed list of performance criteria and other changes related to Section 162(m) of the Internal Revenue Code as a result of changes in tax law, (v) greater specificity on the treatment of performance awards in connection with a change in control, (vi) new language to address the deferral of shares or consideration issuable under awards and the treatment of awards and plans assumed in corporate transactions and (vii) revising definitions and providing additional detail regarding administration of the 2022 LTIP, including the treatment of awards in connection with a termination of employment, and making other technical or clarifying amendments.

The foregoing description of the 2022 LTIP is qualified in its entirety by reference to the text of the 2022 LTIP, which is filed as Exhibit 10.1 to this Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

For more information on the proposals submitted to shareholders at the Annual Meeting held on May 27, 2022, see the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2022. Set forth below are the final voting results for each of the proposals submitted to the Company's shareholders at the Annual Meeting.

Proposal 1: Election of Directors



                               VOTES FOR     VOTES WITHHELD    BROKER NON-VOTES
       Raul Alvarez            447,946,946   38,733,796        99,274,971
       David H. Batchelder     481,577,470   5,103,272         99,274,971
       Sandra B. Cochran       482,900,978   3,779,764         99,274,971
       Laurie Z. Douglas       481,332,027   5,348,715         99,274,971
       Richard W. Dreiling     405,573,903   81,106,839        99,274,971
       Marvin R. Ellison       460,606,814   26,073,928        99,274,971
       Daniel J. Heinrich      484,023,661   2,657,081         99,274,971
       Brian C. Rogers         470,808,964   15,871,778        99,274,971
       Bertram L. Scott        469,015,531   17,665,211        99,274,971
       Colleen Taylor          484,612,902   2,067,840         99,274,971
       Mary Beth West          483,336,290   3,344,452         99,274,971

Proposal 2: Advisory approval of Lowe's named executive officer compensation in fiscal 2021



            VOTES FOR     VOTES AGAINST     ABSTENTIONS    BROKER NON-VOTES
            449,980,109   35,088,952        1,611,681      99,274,971

Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as Lowe's independent registered public accounting firm for fiscal 2022



            VOTES FOR     VOTES AGAINST     ABSTENTIONS    BROKER NON-VOTES
            556,542,328   28,155,683        1,257,702      N/A


Proposal 4: Approval of the Amended and Restated Lowe's Companies, Inc. 2006
Long Term Incentive Plan

            VOTES FOR     VOTES AGAINST     ABSTENTIONS    BROKER NON-VOTES
            462,800,457   22,118,390        1,761,895      99,274,971

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Proposal 5: Shareholder proposal requesting a report on median and adjusted pay gaps across race and gender



            VOTES FOR     VOTES AGAINST     ABSTENTIONS    BROKER NON-VOTES
            270,422,612   195,741,194       20,516,936     99,274,971

Proposal 6: Shareholder proposal regarding amending the Company's proxy access bylaw to remove shareholder aggregation limits



            VOTES FOR     VOTES AGAINST     ABSTENTIONS    BROKER NON-VOTES
            156,443,207   328,195,508       2,042,027      99,274,971

Proposal 7: Shareholder proposal requesting a report on risks of state policies restricting reproductive health care



            VOTES FOR     VOTES AGAINST     ABSTENTIONS    BROKER NON-VOTES
            151,970,657   319,859,292       14,850,793     99,274,971

Proposal 8: Shareholder proposal requesting a civil rights and non-discrimination audit and report



             VOTES FOR   VOTES AGAINST     ABSTENTIONS    BROKER NON-VOTES
             9,392,576   472,464,353       4,823,813      99,274,971

Proposal 9: Shareholder proposal requesting a report on risks from worker misclassification by certain Company vendors



            VOTES FOR     VOTES AGAINST     ABSTENTIONS    BROKER NON-VOTES
            172,080,218   309,750,181       4,850,343      99,274,971


Item 9.01   Financial Statements and Exhibits.



(d) Exhibits:

Exhibit No.                 Description
  10.1                        Lowe's Companies, Inc. 2006 Long Term Incentive Plan, as amended and
                            restated effective May 27, 2022.
104                         Cover Page Interactive Data File (embedded within the Inline XBRL
                            document).

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