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) ~~May~~June 2913, 2025

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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 2 5.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~On May 29, 2025, Best Buy Co., Inc. (“Best Buy” or the “registrant”) issued a news release announcing its results of operations for the first quarter ended May 3, 2025.~~‌

~~The~~On ~~registrant~~June is13, ~~scheduled~~2025, toBest ~~conduct~~Buy anCo., ~~earnings~~Inc. ~~conference~~(the ~~call~~“registrant”) atheld ~~8:00~~its ~~a.m.~~Regular ~~Eastern~~Meeting ~~Time~~of Shareholders (~~7:00~~the a“Meeting”).m. ~~Central~~At ~~Time)~~the ~~today,~~close ~~May~~of 29business on April 14, 2025., ~~The~~the ~~earnings~~record ~~conference~~date ~~call~~for isthe ~~expected~~determination of shareholders to bevote ~~available~~at ~~live~~the onMeeting, there were 211,685,537 shares of common stock of the registrant’s ~~website~~issued and outstanding. The holders of 185,953,615 shares of common stock were represented either in person or by proxy at ~~https://investors~~the Meeting, which constituted a quorum.~~bestbuy.com.~~

The news release issued on May 29, 2025, 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.‌

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

~~(d) Exhibits.~~‌

1. Election of Directors. The following ~~are~~individuals ~~furnished~~were elected as ~~Exhibits~~directors tofor ~~this~~a ~~Current~~term ~~Report~~of onone ~~Form~~year, ~~8-K.~~based upon the following votes:

Exhibit No.		Description of Exhibit
Director Nominee		For		Against		Abstain		Broker Non-Vote
99		News release issued May 29, 2025 (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.
Corie S. Barry		168,689,940		777,399		214,132		16,272,144
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
Lisa M. Caputo		159,997,479		9,427,528		256,464		16,272,144
David W. Kenny		167,192,058		2,248,076		241,337		16,272,144
David C. Kimbell		165,363,069		4,081,667		236,735		16,272,144
Mario J. Marte	‌	167,120,301	‌	2,318,490	‌	242,680	‌	16,272,144
Karen A. McLoughlin		168,849,346		594,060		238,065		16,272,144
Claudia F. Munce		168,568,752		871,295		241,424		16,272,144
Richelle P. Parham		166,421,000		3,013,681		246,790		16,272,144
Steven E. Rendle		168,861,090		570,738		249,643		16,272,144
Sima D. Sistani		167,907,390		1,526,609		247,472		16,272,144
Melinda D. Whittington		168,934,672		508,943		237,856		16,272,144

‎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 January 31, 2026, was ratified based upon the following votes:


For		Against		Abstain	Broker Non-Vote
178,593,113	‌	7,127,552	‌	232,950	—

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
155,480,282	‌	13,972,314	‌	228,875	16,272,144

4.Vote to Approve Amendment No. 1 to the Company’s 2020 Omnibus Incentive Plan. The proposal relating to the vote to approve Amendment No. 1 to the Company’s 2020 Omnibus Incentive Plan was approved by shareholders based upon the following votes:


For		Against		Abstain		Broker Non-Vote
159,246,138	‌	10,170,292	‌	265,041	‌	16,272,144

5.Vote on a Shareholder Proposal. The shareholder proposal entitled “Support for Shareholder Right to Act by Written Consent” was rejected by shareholders based upon the following votes:


For		Against		Abstain		Broker Non-Vote
11,968,421	‌	159,986,113	‌	726,937	‌	16,272,144

6.Vote on a Shareholder Proposal. The shareholder proposal entitled “Request to Cease CEI Participation” was rejected by shareholders based upon the following votes:


For		Against		Abstain		Broker Non-Vote
1,096,345	‌	168,105,950	‌	479,176	‌	16,272,144

7.Vote on a Shareholder Proposal. The shareholder proposal entitled “Publish a Report on the Company’s LGBTQIA+ Inclusion Efforts in its Human Capital Management Strategy” was rejected by shareholders based upon the following votes:


For		Against		Abstain		Broker Non-Vote
20,430,398	‌	148,229,465	‌	1,021,608	‌	16,272,144

8.Vote on a Shareholder Proposal. The shareholder proposal entitled “Publish Climate Transition Plan to Achieve Stated Goals” was rejected by shareholders based upon the following votes:


For		Against		Abstain		Broker Non-Vote
22,562,175	‌	146,234,095	‌	885,201	‌	16,272,144

For additional information regarding the registrant, see the registrant's Annual Report on Form 10-K for the fiscal year ended February 1, 2025, and Proxy Statement dated May 1, 2025. 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: May 29, 2025	By:	/s/ MATHEW R. WATSON
Date: June 17, 2025	By:	/s/ TODD G. HARTMAN
		Mathew R. Watson
		Todd G. Hartman
		Senior Vice President, Finance – Controller and Chief Accounting Officer
		Executive Vice President, Chief Legal and Risk Officer and Secretary

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