BEST BUY CO INC

The proposal asks the Board to commission and publish a report (omitting proprietary information) that evaluates the risks to shareholder value, corporate reputation, and legal compliance from incorporating ESG and DEI metrics into executive compensation. The submission argues that linking pay to subjective ESG/DEI goals can create a dual mandate that distracts executives from financial performance and may introduce litigation, regulatory and reputational risks. It cites company references to sustainability metrics in prior proxy and CRS reports as examples and requests transparent analysis for shareholders. The report requested would assess those risks and provide shareholders a clearer understanding of whether such compensation practices are aligned with fiduciary duties.

This proposal requests that the Board publish a report, at reasonable expense and omitting proprietary information, evaluating whether the Company’s sustainability investments (as described in its 2025 CRS Report) were authorized using net present value (NPV) analysis and are maintained using return-on-investment (ROI) assessments. The submitter highlights climate and recycling initiatives, noting a lack of disclosed NPV/ROI analyses in public sustainability reporting and expressing concern about potential value-destructive investments. The report requested would clarify whether capital-allocation standards were applied to sustainability projects and would provide transparency to shareholders about the financial rationale and performance monitoring of these initiatives. The proposal seeks to improve investor insight into the financial discipline behind environmental and waste-diversion programs.