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) ~~June~~August 1229, 2024

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BEST BUY CO., INC.

(Exact name of registrant as specified in its charter)

Minnesota

1-9595

41-0907483

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


7601 Penn Avenue South
Richfield, Minnesota		55423
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (612) 291-1000

N/A

(Former name or former address, if changed since last report.)

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:



	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of exchange on which registered
Common Stock, $0.10 par value per share	BBY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

‎

Item 5 2.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

‌On August 29, 2024, Best Buy Co., Inc. (“Best Buy” or the “registrant”) issued a news release announcing its results of operations for the second quarter ended August 3, 2024.

OnThe ~~June~~registrant ~~12,~~is ~~2024,~~scheduled ~~Best~~to ~~Buy~~conduct ~~Co.,~~an ~~Inc.~~earnings ~~(the~~conference ~~“registrant”)~~call ~~held~~at ~~its~~8:00 ~~Regular~~a.m. ~~Meeting~~Eastern ofTime ~~Shareholders~~ (~~the~~7:00 ~~“Meeting”)~~a.m. AtCentral ~~the~~Time) ~~close~~today, ofAugust ~~business on April 15~~29, 2024,. ~~the~~The ~~record~~earnings ~~date~~conference ~~for~~call ~~the~~is ~~determination~~expected ~~of shareholders~~ to ~~vote~~be atavailable ~~the~~live ~~Meeting,~~on ~~there were 216,352,418 shares of common stock of~~ the registrant’s ~~issued~~website ~~and outstanding. The holders of 194,879,689 shares of common stock were represented either in person or by proxy~~ at ~~the Meeting, which constituted a quorum~~https://investors.bestbuy.com.

‌The news release issued on August 29, 2024, is furnished as Exhibit 99 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that Section unless the registrant specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

~~The~~Item 9.01 ~~final~~Financial ~~results~~Statements ofand ~~the votes of the shareholders of the registrant are set forth below:~~Exhibits.

‌(d) Exhibits.

~~1. Election of Directors.~~ The following ~~individuals~~are ~~were~~furnished ~~elected~~ as ~~directors~~Exhibits ~~for~~to athis ~~term~~Current ofReport ~~one~~on ~~year,~~Form ~~based upon the following votes:~~8-K.

Director Nominee		For		Against		Abstain		Broker Non-Vote
Exhibit No.		Description of Exhibit
Corie S. Barry		176,727,922		643,860		163,310		17,344,597
99		News release issued August 29, 2024 (furnished pursuant to Item 2.02). Any internet address provided in this release is for information purposes only and is not intended to be a hyperlink. Accordingly, no information at any internet address is included herein.
Lisa M. Caputo		172,296,520		5,076,619		161,953		17,344,597
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
David W. Kenny		173,671,033		3,694,406		169,653		17,344,597
David C. Kimbell		176,295,045		1,070,998		169,049		17,344,597
Mario J. Marte	‌	176,341,461	‌	1,026,770	‌	166,861	‌	17,344,597
Karen A. McLoughlin		176,901,085		471,225		162,782		17,344,597
Claudia F. Munce		176,876,995		494,834		163,263		17,344,597
Richelle P. Parham		175,345,032		2,026,494		163,566		17,344,597
Steven E. Rendle		176,857,124		494,778		183,190		17,344,597
Sima D. Sistani		176,266,891		1,096,039		172,162		17,344,597
Melinda D. Whittington		176,928,114		443,849		163,129		17,344,597

2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the registrant’s independent registered public accounting firm for the fiscal year ending February 1, 2025, was ratified based upon the following votes:

For		Against		Abstain		Broker Non-Vote
191,604,556	‌	3,090,415	‌	184,718		—

3. Advisory Vote on Executive Compensation. The proposal relating to the non-binding advisory vote to approve the executive compensation of the registrant was approved by shareholders based upon the following votes:

For		Against		Abstain		Broker Non-Vote
162,888,486	‌	14,350,016	‌	296,590	‌	17,344,597

4.Vote on a Shareholder Proposal. The shareholder proposal entitled “Shareholder Opportunity to Vote on Excessive Golden Parachutes” was rejected by shareholders based on the following votes:

For		Against		Abstain		Broker Non-Vote
11,109,365	‌	165,910,794	‌	514,933	‌	17,344,597

For additional information regarding the registrant, see the registrant's Annual Report on Form 10-K for the fiscal year ended February 3, 2024, and Proxy Statement dated April 30, 2024. Best Buy's Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the registrant.

‎

SIGNATURES

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.

		BEST BUY CO., INC.
		(Registrant)
Date: June 14, 2024	By:	/s/ TODD G. HARTMAN
Date: August 29, 2024	By:	/s/ MATHEW R. WATSON
		Todd G. Hartman
		Mathew R. Watson
		Executive Vice President, General Counsel, Chief Risk Officer and Secretary
		Senior Vice President, Finance – Controller and Chief Accounting Officer

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