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As permitted by rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily via the internet. On or about April 30, 2026, we mailed or otherwise made available to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the internet. Certain shareholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the internet or have been mailed paper copies of our proxy materials and proxy card.

Internet distribution of our proxy materials is designed to expedite receipt by our shareholders, lower the cost of the Regular Meeting of Shareholders and conserve precious natural resources. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive e-mail notification with instructions to access these materials via the internet unless you elect otherwise.

There will not be a physical meeting. You will be able to attend the Meeting virtually, vote your shares electronically, and submit your questions during the Meeting by visiting: www.virtualshareholdermeeting.com/BBY2026 and following the instructions on your proxy card.

The Meeting starts at 9:00 a.m. Central Time.

You do not need to attend the Meeting online to vote if you submitted your vote via proxy in advance of the Meeting.

You can vote via telephone, the internet or by mail by following the instructions on your proxy card or voting instruction form provided by your broker, bank or other nominee.

A replay of the Meeting will be available on www.investors.bestbuy.com.

 

It’s a privilege to share with you the progress Best Buy is making to advance its strategy and help customers enrich their lives through technology.

First, I want to talk about the evolution of the Best Buy leadership team. After seven years of leading Best Buy with incomparable skill, strength and care, Corie Barry made the decision that it was the right time for her, and the company, to move on to our next chapter. Following an extensive process, considering internal and external candidates and in partnership with an external search firm, the Board of Directors proudly selected Jason Bonfig as the next CEO of Best Buy. The official transition will happen on Nov. 1, 2026, when Corie will step out of the role and down from the Board.

On behalf of the Board, I want to thank Corie for her leadership and stewardship of Best Buy, not just as our CEO since 2019 but also for the 27 years of her life she devoted to the company. She leaves Best Buy as the second longest tenured CEO in our history, having guided our company through many successes – and numerous unprecedented external challenges – with passion for our employees, a steadfast focus on creating great customer experiences and an unrelenting drive to grow the business for our shareholders.

As we embarked on the planning process of selecting the next CEO, the goal was to identify the leader who has the vision, experience, leadership and urgency to grow Best Buy beyond what it is today to become a more integrated retail, services and media-enabled technology company.

It is with the utmost confidence that we identified Jason as the right person to lead this extraordinary organization. He has a clear view of our future and the breadth of experience in merchandising, customer insights, marketing, Best Buy Marketplace and Best Buy Ads that will accelerate and grow our strategy. His innovative ideas, creative thinking, decision making and leadership beliefs will undoubtedly create an exciting future.

Looking back on fiscal year 2026, Best Buy’s leadership team and employees navigated many complex external challenges with skill, resilience and focus to create incredible experiences for our customers. Most notably, the company achieved positive comparable sales for the full fiscal year — the first full year of growth since fiscal year 2022.

In addition to comparable sales growth, great progress was made in the company’s strategy to strengthen our position as the leading omni-channel retailer for technology, while also scaling new profit streams.

We further enhanced the in-store experience by partnering with key vendors to expand investment in immersive merchandising and expert labor. We also adopted new technologies to elevate customer experiences and drive efficiencies, including faster online shipping and delivery speeds and better customer support capabilities.

The company also made considerable progress on building and scaling new profit streams. This fiscal year included the successful launch of our U.S. online Marketplace, which rapidly grew to $300 million in domestic gross merchandise value by the fourth quarter, surpassing our expectations. We also grew our Best Buy Ads business, including almost doubling the number of advertising partners compared to the prior year. We expect both initiatives to continue to grow in the year ahead and believe the investments we are making will continue to fuel additional growth opportunities in our core business.

In fiscal year 2026, Best Buy returned $1.1 billion to shareholders through share repurchases and dividends. Demonstrating our commitment to being a premium dividend payer, the company also increased its quarterly dividend to $0.96 per share. We are proud to have raised our quarterly dividend for 13 consecutive years.

Support for our employees continues to be a key focus. Our most recent employee engagement survey improved year-over-year and remains ahead of industry benchmarks, and we continue to have industry-leading retail employee retention rates.

Additionally, we were pleased to welcome two new members to our Board of Directors this past year: Meghan Frank and Dylan Jadeja. Meghan is interim co-CEO and chief financial officer of lululemon, and Dylan is the chief executive officer of Riot Games. Both have brought extensive knowledge and experience to Best Buy and have provided invaluable guidance in pursuit of our growth efforts.

As we look forward to a smooth transition from Corie to Jason, we remain confident in our strategy and in the commitment of the more than 80,000 employees who work passionately to serve our customers, partners and communities.

On behalf of the Board of Directors, I would like to extend gratitude to every employee for their tremendous contributions and support, grounded in our values and in pursuit of our purpose to enrich lives through technology.

Thank you for your continued support of this remarkable company.

Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this proxy statement on Schedule 14A are forward-looking statements and may be identified by the use of words such as “anticipate,” “appear,” “approximate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “project” “seek,” “should,” “would,” and other words and terms of similar meaning or the negatives thereof. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. A variety of factors could cause our future results to differ materially from the anticipated results expressed in such forward-looking statements. Readers should review Item 1A, Risk Factors, of our most recently filed Annual Report on Form 10-K for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this proxy statement on Schedule 14A. Our forward-looking statements speak only as of the date of this proxy statement or as of the date they are made, and we undertake no obligation to update our forward-looking statements.

At our 2026 Regular Meeting of Shareholders, we are asking shareholders to vote on five key items. This section highlights information contained in other parts of this proxy statement. We encourage you to review the entire proxy statement for more detail on these items, as well as our Annual Report and our CEO’s Letter to Shareholders posted on our website at www.investors.bestbuy.com.

This year, we are requesting your support for the following Items of Business:

The Meeting will be conducted online, in a fashion similar to an in-person meeting. Our Board members and executive officers will attend the Meeting and be available for questions. You may attend the Meeting online, vote your shares electronically and submit your questions during the Meeting by visiting our virtual shareholder forum at www.virtualshareholdermeeting.com/BBY2026 and following the instructions on your proxy card.

Questions may be submitted prior to the Meeting, or you may submit questions during the Meeting through our virtual shareholder forum. We are committed to acknowledging questions we receive in the time allotted. We will allot approximately fifteen minutes for questions during the Meeting, and submitted questions must follow our Rules of Conduct in order to be addressed during the Meeting. If we are unable to answer your question during the Meeting due to time constraints, you are encouraged to contact the Best Buy Investor Relations department at [email protected]. Our Rules of Conduct are posted on the forum.

If you encounter any difficulties accessing the virtual Meeting during the check-in or Meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

You do not need to attend the online Meeting to vote if you submitted your vote via proxy in advance of the Meeting. A replay of the Meeting, including the questions answered during the Meeting, will be available on www.investors.bestbuy.com.

Additional information about how to vote your shares and attend our Meeting can be found in the General Information section of this proxy statement.

Our longstanding approach to corporate governance is to develop and implement principles that: (1) enable the success of our strategy and business objectives; (2) are rooted in a robust ongoing dialogue with our shareholders; and (3) are inspired by best practices. Consistent with this approach, we continue to build upon a strong framework of corporate governance policies and practices, including the following:

Additional information on our Corporate Governance policies and practices can be found in the Corporate Governance at Best Buy section of this proxy statement.

Our Board, with oversight by the Nominating, Corporate Governance and Public Policy Committee (the “Nominating Committee”), is integrally involved in the Company’s corporate responsibility and sustainability (“CR&S”) initiatives. We are an organization built upon values-driven leadership, and we are focused on our purpose to enrich lives through technology. We are dedicated to addressing issues that impact our people, communities and the planet. We are honored to be recognized for the progress we have made in building a better world with all of our stakeholders. Please see our annual CR&S Report, available at https://corporate.bestbuy.com/sustainability under “About Us” for more details.

The following individuals are standing for election to our Board. The Board recommends a vote FOR each of the nominees. All nominees are current members of the Board.

The Board seeks a wide range of experience and expertise from a variety of industries and professional disciplines in its directors and carefully assesses and plans for the director skill sets, qualifications and diverse perspectives required to support the Company’s long-term strategic goals. Our slate of director nominees reflects the positive results of these efforts.

 

The Board recommends a vote FOR ratification of Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for the fiscal year ending January 30, 2027.

D&T served as our independent registered public accounting firm for fiscal 2026. Our Audit Committee has selected D&T to audit our financial statements for fiscal 2027 and is submitting its selection of our independent registered public accounting firm for ratification by the shareholders in order to ascertain the view of our shareholders on this selection. The following table summarizes the aggregate fees incurred for services rendered by D&T during fiscal 2026 and fiscal 2025.

The Board recommends a vote FOR approval of our named executive officer (“NEO”) compensation.

Our shareholders have consistently strongly supported our executive compensation program. For the last five years, our average Say-on-Pay vote has been 92.7%. We believe this support reflects our strong pay-for-performance philosophy, our commitment to sound compensation policies and our active engagement and open dialogue with our shareholders. The Compensation and Human Resources Committee regularly takes feedback received from shareholders into consideration when making decisions regarding our executive compensation program.

Our executive compensation program contains the following elements:

Pay is tied to performance. The majority of target executive compensation is not guaranteed and is based on performance metrics designed to drive shareholder value, as summarized below for the CEO and other NEOs (excluding the CEO).

The Board recommends a vote AGAINST the shareholder proposal requesting that our Board commission and publish a report evaluating the risks to shareholder value, corporate reputation, and legal compliance of incorporating environmental, social, and governance (ESG) and diversity, equity, and inclusion (DEI) metrics into executive compensation plans.

The Board recommends a vote AGAINST the shareholder proposal requesting that our Board publish a report assessing the extent to which sustainability investments were authorized on the basis of net present value (NPV) and are being maintained on the basis of return on investment (ROI).

At the Meeting, shareholders will vote on the items of business outlined in the Notice of 2026 Regular Meeting of Shareholders (“Meeting Notice”) included as the cover page to this proxy statement. In addition, management will respond to questions from shareholders.

You received this proxy statement and a proxy card or the Notice of Internet Availability because you owned shares of Best Buy common stock as of April 13, 2026, the record date for the Meeting, and are entitled to vote on the Items of Business at the Meeting. This proxy statement describes the Items of Business that will be voted on at the Meeting and provides information on these items so that you can make an informed decision.

You can attend the Meeting online by logging on to www.virtualshareholdermeeting.com/BBY2026 and following the instructions provided on your proxy or notice card.

The Meeting will be conducted online, in a fashion similar to an in-person meeting. Our Board members and executive officers will attend the Meeting and be available for questions. You will be able to attend the Meeting online, vote your shares electronically, and submit your questions during the Meeting by visiting our virtual shareholder forum at: www.virtualshareholdermeeting.com/BBY2026 and following the instructions on your proxy card.

Questions may be submitted prior to the Meeting through our virtual shareholder forum at www.virtualshareholdermeeting.com/

BBY2026, or you may submit questions during the Meeting through the forum. We are committed to acknowledging questions we receive in the time allotted. We will allot approximately fifteen minutes for questions during the Meeting, and submitted questions must follow our Rules of Conduct for the Meeting in order to be addressed during the Meeting. If we are unable to answer your question during the Meeting due to time constraints, you are encouraged to contact the Best Buy Investor Relations department at [email protected]. Our Rules of Conduct are posted on the forum.

If you encounter any difficulties accessing the virtual Meeting during the check-in or Meeting time, please call the technical support number that will be posted on the virtual shareholder Meeting log-in page.

You do not need to attend the online Meeting to vote if you submitted your vote via proxy in advance of the Meeting. A replay of the Meeting, including the questions answered during the Meeting, will be available on www.investors.bestbuy.com.

In order to vote at the Meeting, you must have been a shareholder of record of Best Buy as of the close of business on Monday, April 13, 2026, which is the record date for the Meeting. If your shares are held in “street name” (that is, through a bank, broker or other nominee), you will receive instructions from the bank, broker or other nominee that you must follow in order for your shares to be voted as you choose.

The Board has established the close of business on Monday, April 13, 2026, as the record date for the Meeting.

As of the record date, there were 210,695,187 shares of Best Buy common stock outstanding. There are no other classes of capital stock outstanding.

If you are a shareholder of record (that is, if your shares are owned in your name and not in “street name”), you may vote:

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the voting instructions provided by your broker, bank or other nominee.

If you wish to vote by telephone or via the internet, you must do so before 11:59 p.m., Eastern Time, on Thursday, June 11, 2026. After that time, telephone and internet voting on www.proxyvote.com will not be permitted and any shareholder of record wishing to vote thereafter must vote online during the Meeting. Shareholders of record will be verified online by way of the personal identification number included on their proxy or notice card. Voting by a shareholder during the Meeting will replace any previous votes submitted by proxy.

We have made all proxy materials available via the internet. However, you may opt to receive paper copies of proxy materials, at no cost to you, by following the instructions contained in the Notice of Internet Availability that we have mailed to most shareholders. We encourage you to take advantage of the option to vote your shares electronically through the internet or by telephone. Doing so will result in cost savings for the Company.

When you vote via proxy, you appoint the Chair of the Board, David W. Kenny, and the Secretary of the Company, Todd G. Hartman (collectively, the “Proxy Agents”), as your representatives to vote at the Meeting. The Proxy Agents will vote your shares at the Meeting, or at any postponement or adjournment of the Meeting, as you have instructed them on the proxy card. If you return a properly executed proxy card without specific voting instructions, the Proxy Agents will vote your shares in accordance with the Board’s recommendations as disclosed in this proxy statement. If you submit a proxy, your shares will be voted regardless of whether you attend the Meeting. Even if you plan to attend the Meeting, it is advisable to vote your shares via proxy in advance of the Meeting in case your plans change.

If an item properly comes up for vote at the Meeting, or at any postponement or adjournment of the Meeting, that is not described in the Meeting Notice, including adjournment of the Meeting and any other matters incident to the conduct of the Meeting, the Proxy Agents will vote the shares subject to your proxy in their discretion. Discretionary authority for them to do so is contained in the proxy.

You have one vote for each share you own, and you can vote those shares for each item of business to be addressed at the Meeting.

For us to hold a valid Meeting, we must have a quorum. In order to have a quorum, a majority of the outstanding shares of our common stock that are entitled to vote need to be present or represented by proxy at the Meeting. Your shares will be counted as present at the Meeting if you:

Abstentions and shares represented by “broker non-votes,” as described below, are counted as present and entitled to vote for purposes of determining a quorum.

Brokers and banks have discretionary authority to vote shares in the absence of instructions on matters the New York Stock Exchange (“NYSE”) considers “routine,” such as Item 2. They do not have discretionary authority to vote shares in the absence of instructions on “non-routine” matters, such as Items 1 and 3 through 5. Broker non-votes will not be counted as shares entitled to vote on any of the foregoing non-routine matters.

If you are a shareholder of record, you may revoke your proxy at any time before your shares are voted by:

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee.

Representatives of Broadridge will tabulate the vote and act as the inspector of elections.

We plan to publish the final voting results in a Current Report on Form 8-K (“Form 8-K”) filed within four business days after the date of the Meeting. If final voting results are not available within the four business day timeframe, we plan to file a Form 8-K disclosing preliminary voting results within the required four business days, to be followed as soon as practicable by an amendment to the Form 8-K containing final voting results.

We expect to solicit proxies primarily by internet and mail, but our directors, officers, other employees and agents may also solicit proxies in person, by telephone, through electronic communication and by facsimile transmission. We will request that brokerage firms, banks, other custodians, nominees, fiduciaries and other representatives of shareholders forward the Notice of Internet Availability and, as applicable, the proxy materials and Annual Reports themselves to the beneficial owners of our common stock. Our directors and employees do not receive additional compensation for soliciting shareholder proxies. We have retained Georgeson LLC as our proxy solicitor for a fee estimated to be $22,000, plus reimbursement of out-of-pocket expenses.

We pay all of the costs of preparing, printing and distributing our proxy materials. We will reimburse brokerage firms, banks and other representatives of shareholders for reasonable expenses incurred as defined in the NYSE schedule of charges in connection with proxy solicitations.

You may elect to receive future proxy materials, as well as other investor communications, in a single package per address. This practice, known as “householding,” is designed to reduce our paper use and printing and postage costs. To make the election, please indicate on your proxy card under “Householding Election” your consent to receive such communications in a single package per address. Once we receive your consent, we will send a single package per household until you revoke your consent or request separate copies of our proxy materials by notifying our Investor Relations department in writing at 7601 Penn Avenue South, Richfield, MN 55423, or by telephone at 612-291-6147. We will start sending you individual copies of proxy materials and other investor communications following receipt of your revocation.

Yes. All shareholders may access our proxy materials electronically via the internet. We encourage our shareholders to access our proxy materials via the internet because it reduces the expenses for, and the environmental impact of, our shareholder meetings. You may opt to receive paper copies of proxy materials, including our Annual Report, proxy statement and proxy card at no cost to you, by following the instructions on your Notice of Internet Availability.

An electronic version of this proxy statement is posted on our website at www.investors.bestbuy.com.

Our reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about Best Buy. You can find these reports and additional information about us on our website at www.investors.bestbuy.com.

Our Board is committed to developing and implementing corporate governance principles that: (1) enable the success of our strategy and business objectives; (2) are rooted in a robust ongoing dialogue with our shareholders; and (3) are inspired by best practices. Consistent with this approach, we continue to build upon a strong framework of corporate governance practices. Shareholder perspectives play an important role in that process. Some key aspects of our current Board and governance structure and practices are as follows:

In this section of our proxy statement, we provide detail on specific aspects of our Corporate Governance program, policies and practices, as well as additional information on the operations and composition of our Board.

During fiscal 2026, our Board was led by our independent Chair, Mr. Kenny. In March 2026, the Board appointed Mr. Kenny to continue his service as Chair for fiscal 2027 subject to his re-election by shareholders at the Meeting. At this time, the Board believes that separating the Chair and CEO roles is in the best interest of the Company. The separation allows our CEO to focus on executing our strategy and managing our business, and our Chair is able to focus on Board governance and effectiveness while providing independent Board leadership. Additional leadership roles continue to be filled by other directors, all of whom are independent and play an active role in our strategic planning, risk oversight and governance.

Under our Corporate Governance Principles, in circumstances where the Chair of the Board is not independent, the Board considers it to be useful and appropriate to designate a Lead Independent Director to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine. Our Lead Independent

Director would be nominated by the Nominating Committee, and final selection would be subject to ratification by the vote of a majority of the independent directors on the Board. The Lead Independent Director would serve for an annual term beginning at the Board meeting following the first regular meeting of shareholders at which directors are elected.

The Board leadership duties and responsibilities are outlined below and in our Corporate Governance Principles, which are also posted online at www.investors.bestbuy.com.

Our Chair is responsible for:

In times when our Chair is not independent, our Lead Independent Director would perform the following duties:

The Board seeks a wide range of experience and expertise from a variety of industries and professional disciplines in its directors. It carefully assesses the director skill sets, qualifications and diverse perspectives required to support the Company’s long-term strategic goals, and for an orderly succession and transition of directors, as evidenced by the composition changes over the past several years. We believe our Board should be composed of individuals with highly relevant skills, independence, integrity, sound judgment and proven records of accomplishments and diverse genders, ethnicities, ages and geographic locations. In addition, the Board emphasizes independent voices and adding new perspectives to its membership. Twelve of our thirteen director nominees are independent, and the average tenure of our director nominees is approximately 6.2 years. More information regarding our Director Qualification Standards and Director Nomination Process can be found within Item of Business No. 1 — Election of Directors of this proxy statement.

Pursuant to our Corporate Governance Principles, the Board has established independence standards consistent with the requirements of the SEC and NYSE. To be considered independent under the NYSE rules, the Board must affirmatively determine that a director or director nominee does not have a material relationship with us (directly, or as a partner, shareholder or officer of an organization that has a relationship with us). In addition, each member of the Compensation and Human Resources Committee (the “Compensation Committee”) must meet a standard of “enhanced independence” such that the Board must consider the source of compensation of the director and whether the director is affiliated with us or one of our subsidiaries to determine whether there are any factors that would materially affect a director’s ability to be independent, specifically in regard to their duties as a Compensation Committee member.

Our Director Independence Guidelines, consistent with the NYSE rules, generally provide that no director or director nominee may be deemed independent if the director or director nominee:

Under our director independence standards described above, the Board has determined that each director who served during any part of fiscal 2026 and each director nominee is independent, with the exception of Ms. Barry, our CEO. The Board based these determinations primarily on a review of the responses of the directors to questions regarding employment and compensation history, affiliations, family and other relationships and on discussions with our directors.

As part of its independence analysis, the Board reviewed our relationships with companies with which our directors are affiliated. As part of that review, the Board considered our relationship with Nielsen, a company affiliated with Mr. Kenny. Mr. Kenny, a director since September 2013, served as Executive Chairman of Nielsen during fiscal 2026. Since 1999, Nielsen has provided us with data analytics services. The amounts we have paid to Nielsen were well below 2% of the annual consolidated gross revenues of Nielsen for each of the past three fiscal years. In addition, Mr. Kenny did not influence or participate in negotiating our agreements with Nielsen. The Board determined that the Company’s relationship with Nielsen was not material and did not impair Mr. Kenny’s independence.

In addition, the Board considered our relationship with Riot Games, a company affiliated with Mr. Jadeja. Mr. Jadeja, a director since November 2025, serves as Chief Executive Officer of Riot Games. The Company purchases Riot Games digital gift cards through a third-party. Negotiations for the purchase of these products were conducted following standard processes and procedures with a third-party. Mr. Jadeja did not influence or participate in the negotiations. The transactions did not exceed the independence threshold. The Board determined that the Company’s relationship with Riot Games was not material and did not impair Mr. Jadeja’s independence.

During fiscal 2026, the Board held four regular meetings and no special meetings. Each incumbent director attended, in person or by telephone, at least 75% of the meetings of both the Board and committees on which he or she served. Directors are required to attend our regular meetings of shareholders, and all eleven of our then-serving directors attended the 2025 Regular Meeting of Shareholders either in-person or virtually.

Our independent directors, led by our Chair, meet in executive sessions of independent directors during each regularly scheduled Board meeting. Independent directors use these sessions as a forum for open discussion about the Company, our senior management and any other matters they deem appropriate.

The Board has four committees: Audit, Compensation and Human Resources, Finance and Investment Policy and Nominating, Corporate Governance and Public Policy. The charters for each committee are posted on our website at www.investors.bestbuy.com. The charters are reviewed annually and include information regarding each committee’s composition, purpose and responsibilities.

The Board has determined that all members of the Audit Committee, Compensation Committee and Nominating Committee are independent as defined under the SEC and NYSE rules. The Board has also determined that, during fiscal 2026, four of the six members of the Audit Committee qualified as audit committee financial experts under SEC rules, and that each of the members of the Audit Committee has accounting and related financial management expertise in accordance with the NYSE listing standards.

The key responsibilities, fiscal 2026 membership and number of meetings held in fiscal 2026 for each committee are set forth below:

 

 

 

 

In addition to its responsibilities as set forth above, the Board and its committees take an active role in the oversight of various risks to the Company. These risk oversight responsibilities are set forth below.

A management risk committee, comprised of the CEO and her direct reports, assesses and aligns on top risks faced by the Company. The Audit Committee oversees management’s processes to identify and quantify the material risks that we face. Our Chief Compliance Officer is a direct liaison to the Audit Committee on our risk oversight processes and procedures. In connection with its risk oversight role, the Audit Committee meets privately with representatives of our independent registered public accounting firm, the Chief Risk Officer, the Chief Compliance Officer, our internal audit staff and our legal staff. Our internal audit staff, which reports directly to the Audit Committee at least quarterly, assists management in identifying, evaluating and implementing controls and procedures to address identified risks.

Given the depth and breadth of risks relating to corporate responsibility and sustainability (“CR&S”) matters, including with respect to inclusion and belonging, we share responsibility for such risks across the entire Board and all of its committees, leveraging the risk oversight expertise of each Board committee based on subject matter.

The Audit Committee plays a significant role in the oversight of our CR&S risks related to compliance, including ethics, environmental goals and safety.

The Compensation Committee oversees the Company’s human capital management and inclusion and belonging-related risks through a rigorous regular review of the Company’s compensation strategies and programs. This includes overall employee wellness and engagement in these areas, employee benefit plan compliance, leadership succession planning and wage, retention and hiring programs. The Committee also works closely with the Company’s Senior Executive Vice President Corporate Affairs and Human Resources and the Company's Chief Inclusion and Belonging Officer to assess the effectiveness of such programs in alignment with the Company’s core values.

The Finance & Investment Policy Committee focuses on the risks of the Company’s CR&S-related financial investments and commitments, such as our solar energy investments. The Committee reviews the financial risks and projected outcomes to ensure such investments align with our CR&S objectives.

The Nominating Committee manages its oversight of the Company’s governance, CR&S strategy and CR&S reputational risks by way of quarterly discussions with management and regular quarterly updates of our environmental goals and progress, social responsibility programs and initiatives, and public policy positions and advocacy.

The Board oversees CR&S and other enterprise risks as part of its oversight of our business, strategy and enterprise risk management. Each committee provides an update to the full Board on matters discussed and reviewed in its meeting held prior to the Board meeting, including with respect to enterprise risks. In addition, our Board has a dedicated annual strategic planning meeting with senior management and receives quarterly strategic updates, where topics relating to CR&S matters are discussed. The Board reviews these topics and their related risks to ensure that they advance the Company’s strategy. Finally, the Board Chair, the CEO and the Chairs of each Board committee meet separately to review changes in the Company’s enterprise risk portfolio, including changes to CR&S risks, and discuss any additional Board or management action needed to help oversee and manage these risks.

In connection with their oversight of compensation-related risks, Compensation Committee members annually review the most important enterprise risks to ensure that compensation programs do not encourage risk-taking that is reasonably likely to have a material adverse effect on us. As in past years, the review process in fiscal 2026 identified our existing risk management framework and the key business risks that may materially affect us, reviewed our compensation plans and identified those plans that are most likely to impact these risks or introduce new risks, and balanced these risks against existing processes and compensation program safeguards. The review process also took into account mitigating features contained within our compensation plan design, which include elements such as metric-based pay, time-matching performance periods, payment for outputs, goal diversification, stock ownership guidelines, payment caps and our clawback policies.

The Compensation Committee also considered additional controls outside of compensation plan design which contribute to risk mitigation, including the independence of our performance measurement teams and our internal control environment.

Based upon the process we employed, the Compensation Committee determined that our compensation programs do not encourage risk-taking that is reasonably likely to result in a material adverse effect on the Company.

Our Board, with oversight by the Audit Committee, is integrally involved in reviewing the Company’s cybersecurity and data privacy programs. Securing customer information and honoring our privacy promises are core employee obligations, as highlighted in our Code of Ethics. Our customers entrust us with their information, and we seek to honor that trust through our cybersecurity and privacy practices.

We have developed and implemented, and update on an ongoing basis, a risk-based information security program designed to identify, assess and manage material risks from cybersecurity threats. This program, led by our Chief Information Security Officer (the “CISO”), comprises administrative, technical and physical safeguards designed, under a risk-based approach, to reasonably mitigate cybersecurity risks to the confidentiality, integrity or availability of our information systems and information. The CISO and Chief Privacy Officer update the Audit Committee on our cybersecurity and privacy postures no less frequently than quarterly and periodically update the full Board. In addition, Ms. Munce, a member of the Audit Committee, is certified by the National Association of Corporate Directors in Cybersecurity Oversight.

We did not experience any material cyber incidents affecting the Company in fiscal 2026. For more information related to the Company’s cybersecurity risk management and governance, see Part 1, Item 1C, Cybersecurity, of our most recently filed Annual Report on Form 10-K.

Our Nominating Committee oversees the Board’s composition, effectiveness, accountability and evaluation of the performance of the Board, its committees and individual directors. The Nominating Committee has engaged an independent third-party consultant every third fiscal year, including in fiscal 2017, fiscal 2020, fiscal 2023 and fiscal 2026, to conduct individual interviews with each director and certain senior executives and perform a comprehensive analysis of the Board’s overall effectiveness. In fiscal years when an independent consultant is not engaged, members of the Board complete a questionnaire evaluating the performance of the Board as a whole, each member’s respective committees and the performance of the Chair and Lead Independent Director (if one has been appointed). Directors are asked about roles and responsibilities, as well as more general performance-related questions. The Nominating Committee reviews the results of these questionnaires and determines whether the results warrant any action. The results and any proposed actions are then shared with the full Board for further discussion and approval of final action plans.

The Chair of our Nominating Committee and the Board Chair also review each individual director’s contributions to the Board during the past year, his or her other time commitments, and his or her performance against the director qualification standards and Board needs. The Nominating Committee also annually reviews the skills and qualifications of each Board member and the strategic goals of the Company to determine whether the skill sets of the individual directors on the Board continue to support the Company’s long-term strategic goals. This process is utilized by the Nominating Committee to assess whether a director should continue to serve on the Board and stand for re-election at the next Regular Meeting of Shareholders and to otherwise address Board composition needs.

Our Compensation Committee conducts a robust annual CEO evaluation, consisting of both a performance and leadership review and a compensation analysis. The performance and leadership evaluation component includes an assessment of the Company’s performance in light of set objectives, and personal interviews with the individual Board members and the CEO’s direct reports. Our CEO prepares a self-evaluation of both her performance and Company performance. Separately, the Compensation Committee’s compensation consultant conducts extensive market research. CEO compensation market data is collected from Fortune 100 companies, our peer group, to ensure both market competitiveness and appropriateness of our CEO’s compensation relative to her peers. The Compensation Committee’s independent consultant reviews the market data and provides its recommendations to the Compensation Committee. Once all of the relevant performance and compensation data has been collected, the Compensation Committee meets in executive session to discuss the CEO performance evaluation results and CEO compensation. After reviewing all of the collected data regarding performance, the Compensation Committee makes its decision regarding CEO compensation for the forthcoming year. The Compensation Committee then provides its final assessment on CEO performance and decision regarding CEO compensation to the Board for discussion during executive session. Our CEO abstains from participating in all related discussions of the Compensation Committee and Board prior to delivery of the final assessment.

A primary responsibility of the Board is the identification and development of our executive leadership team. Our Board is actively engaged in both management development and succession planning for our CEO role. Our Compensation Committee has primary oversight responsibility of this function for other management positions. The Compensation Committee regularly reviews both the succession plan and executive development plans with the CEO and the Senior Executive Vice President, Corporate Affairs and Human Resources to ensure the Company has an internal pipeline of leaders who can smoothly assume executive management positions. A full talent review occurs with the entire Board each year with the primary focus being on CEO succession. For our recently announced upcoming CEO transition, the Board began an extensive evaluation process by identifying criteria for the next CEO. The independent directors of the Board then considered and interviewed both internal and external candidates and our Board Chair managed the full Board’s final decision process, resulting in the unanimous selection of Mr. Bonfig to succeed Ms. Barry on November 1, 2026.

Our Nominating Committee oversees the orientation and continuing education of our directors. Director orientation familiarizes directors with our strategic plans, significant financial, accounting and risk management issues, compliance programs, policies, principal officers, internal auditors and our independent registered public accounting firm. The orientation also addresses Board procedures, director responsibilities, our Corporate Governance Principles and our Board committee charters. Each of our new directors participated in director orientation following their appointment.

We also offer continuing education programs and provide opportunities to attend commercial director education seminars outside of the Company to assist our directors in maintaining their expertise in areas related to the work of the Board and the directors’ committee assignments.

In fiscal 2026, the Board conducted its annual continuing education seminar for the full Board in September 2025 focusing on digital transformation and marketing.

Our executive officers and Board members are prohibited from pledging Company securities as collateral for a loan or from holding Company securities in a margin account. In addition, all employees and Board members are prohibited from hedging Company securities, including by way of forward contracts, equity swaps, collars, exchange funds or otherwise.

Our stock ownership guidelines require each of our non-management directors to own 10,000 shares and to hold 50% of their granted equity until that ownership target is met. Directors are required to hold all restricted stock units granted to them during their Board tenure until their service on the Board ends. In fiscal 2026, all of our non-management directors were in compliance with the ownership guidelines. Our stock ownership guidelines for executive officers are discussed in the Executive and Director Compensation — Compensation Discussion and Analysis — Executive Compensation Elements — Executive Stock Ownership Guidelines section.

A key part of our corporate governance program is our annual shareholder engagement process. We regularly engage with our shareholders on a variety of topics throughout the year to ensure we are addressing their questions and concerns, to seek input and to provide perspective on Company policies and practices. Our typical engagement follows a seasonal cycle, as outlined below.

We have taken several actions in prior years in consideration of shareholder feedback elicited during this process, including: the elimination of the supermajority shareholder vote requirements in our Articles, adoption of proxy access, declassification of our Board, the determination to hold the advisory vote on our executive compensation on an annual basis, adjustments to the director appointments on our Board committees, adoption of a policy regarding shareholder ratification of executive officer cash severance agreements and the development of our corporate social responsibility program and reporting. We also continue to facilitate direct shareholder communication with management and members of our Board and the ability to easily access and obtain information regarding our Company on our website at www.investors.bestbuy.com.

As we pursue our purpose to enrich lives through technology, we are committed to creating shared long-term value and positively impacting the world, the environment and the communities in which we operate through interactions with our stakeholders, including our customers, employees, vendor partners, community partners and shareholders.

Below are a number of ways that we reflect this approach in the management of the Company’s corporate responsibility and sustainability initiatives.

We aspire to drive forward the circular economy, a system that aims to reduce waste and preserve resources. We focus on our highest-impact areas, including our operations, the energy we procure and the products we sell. These efforts contribute to mitigating climate risks, reducing potential risks to our business and generating long-term cost savings.

In our operations, we strive to reduce the use of natural resources. We believe the following focus areas help to reduce the use of natural resources and our impact on the environment while improving our efficiency and profitability:

Our focus on sustainable products centers on energy efficiency. By assorting and promoting a broad range of energy-efficient electronics and appliances, we help customers reduce their environmental impact and energy costs throughout the life of the product.

We support the circular economy by keeping consumer products in use for as long as possible through our repair and trade-in services. We put materials back into the manufacturing process when products reach the end of their lives through our electronics and appliance recycling program.

Since launching our nationwide e-waste recycling program in 2008, we have continued to expand our industry-leading efforts, and in fiscal 2026, we introduced new financial incentives, continued convenient mail-back options and enhanced home haul-away services to make recycling easier and more rewarding.

For these efforts, we are proud to be named to the CDP Climate A List for the ninth year, as well as the Dow Jones Best-in-Class North America List for 13 years.

We are committed to respecting human rights through our alignment with the United Nations Guiding Principles on Business and Human Rights.

Further, across the products and services we procure, we seek to mitigate risk, enhance our partnership with suppliers and create value for all stakeholders through our Responsible Sourcing Program. We are active members of the Responsible Business Alliance, as are many of the major brands we sell, which allows us to partner across initiatives and increase our impact. Collectively, we embrace a common Supplier Code of Conduct and audit methodology that creates business value by improving working conditions and environmental practices throughout the supply chain.

We are committed to helping young people build brighter futures by preparing them to enter quality tech-reliant careers of the future. We are refreshing our community commitments to focus on creating economic opportunity for young people as they chart their path from education to employment. This includes working with a community of like-minded employers moving beyond traditional hiring models, valuing skills over credentials to build a dynamic, resilient workforce. Similarly, our employee volunteer programs, like Geek Squad Academy, spark excitement and interest in technology for young learners while engaging our employees’ unique technical expertise.

Best Buy serves as a fiscal sponsor of the Best Buy Foundation™, whose Best Buy Teen Tech Center® program consists of a network of youth-centered community hubs where young people can connect with the latest technology, learn career skills and engage with supportive mentors in safe environments to ensure young people are prepared for the demands of today’s economy.

We believe in a culture of belonging where everyone feels valued, can thrive and has equal opportunities at all levels in the organization. At the core of this inclusive environment are our company values, which were founded decades ago. One of our values — unleash the power of our people — emphasizes that everyone can learn, grow and be the best version of themselves. We believe that creating this environment is the right thing to do and has been key to our long-term business success.

We continue to invest in our employees and build a culture focused on developing our talent. Prioritizing foundational and leadership skill development helps to meet employees where they are, which creates a more adaptable and resilient workforce and enhances our competitive advantage. We believe that by investing in employee training and development, we can create a better employee environment with increased productivity, retention and innovation that ultimately improves our overall company performance and brings value to stakeholders. With the continued goal of creating learning opportunities that are tailored to the unique work of each role and a focus on solving the most important problems in our business, we expanded our variety of training experiences in fiscal 2026.

Examples of enhancements include:

Our benefits aim to support employees’ overall well-being: physical, mental, financial and work-life. We believe our ability to deliver on our purpose of enriching our customers’ lives through technology depends on ensuring our employees are living happy and healthy lives — both while at work and outside of work.

In fiscal 2026, we introduced the following benefits to our employees:

Additionally, in fiscal 2026, we continued our focus on:

As a major corporation and corporate citizen, we believe that it is important to work with policymakers on issues impacting our business. Collaboration helps bring about change that better serves our industry and the communities where we live and work. In fiscal 2026, our public policy priorities included: cybersecurity and data privacy, artificial intelligence and technology innovation, environmental sustainability, fair competition, telehealth and care at home, immigration reform, retail crime, supply chain and infrastructure, taxation, international trade and workforce issues. More information about these priorities, as well as our annual political activity reports and related policies, can be found at https://corporate.bestbuy.com/advocacy.

We have adopted a Securities Trading Policy (the “Trading Policy”) that governs the purchase, sale and/or other dispositions of the Company’s securities by our directors, officers, employees and the Company itself, and that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us. A copy of our Trading Policy was filed as Exhibit 19.1 to our most recently filed Annual Report on Form 10-K.

Anyone who wishes to contact the Board, any individual director or the independent directors as a group, is welcome to do so in writing, addressed to such person(s) in care of:

Mr. Todd G. Hartman

Executive Vice President, Chief Legal and Risk Officer and Secretary

Best Buy Co., Inc.

7601 Penn Avenue South

Richfield, Minnesota 55423

Mr. Hartman will forward all written correspondence to the appropriate director(s), except for spam, junk mail, mass mailings, customer complaints or inquiries, job inquiries, surveys, business solicitations or advertisements or patently offensive or otherwise inappropriate material. Mr. Hartman may, at his discretion, forward certain correspondence, such as customer-related inquiries, elsewhere within the Company for review and possible response. Comments or questions regarding our accounting, internal controls or auditing matters will be referred to the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to the Nominating Committee. Comments or questions regarding executive compensation will be referred to the Compensation Committee.

If you would like additional information about our corporate governance practices, you may view the following documents at www.investors.bestbuy.com under “Governance—Governance Documents.”

Our By-laws provide that our Board consist of one or more directors and that the number of directors may be increased or decreased from time to time by the affirmative vote of a majority of the directors serving at the time that the action is taken. The number of directors on our Board is reviewed and set by our Board no less often than annually. In March 2026, the Board set the number of directors at thirteen as of the Meeting. The Board will continue to evaluate the size of the Board and make adjustments as needed to meet the current and future needs of the Company.

The Nominating Committee is responsible for screening and recommending to the full Board director candidates for nomination. When the Board and its Nominating Committee determines that a director nomination or search is necessary, the process is robust, thorough and deliberate.

 

Mr. Jadeja, who was appointed by the Board in November 2025, and Ms. Frank, who was appointed by the Board in September 2025, were each recommended to the Nominating Committee by a third-party search firm as part of the Nominating Committee’s director search. After reviewing Mr. Jadeja’s and Ms. Frank’s qualifications, meeting with them and discussing their potential nomination, the Nominating Committee voted to recommend each of Mr. Jadeja and Ms. Frank to the Board, which approved their respective appointments.

The Nominating Committee will consider director candidates nominated by shareholders and will evaluate such candidates utilizing the same criteria used to evaluate other nominees. Shareholder nominations must be accompanied by a candidate resume that addresses the extent to which the nominee meets the director qualification standards and any additional search criteria posted on our website. Nominations will be considered only if we are then seeking to fill an open director position.

All nominations by shareholders should be submitted as follows:

Chair, Nominating, Corporate Governance and Public Policy Committee

c/o Mr. Todd G. Hartman

Executive Vice President, Chief Legal and Risk Officer and Secretary

Best Buy Co., Inc.

7601 Penn Avenue South

Richfield, Minnesota 55423

Our By-laws establish advance notice procedures with respect to shareholder proposals, the nomination of candidates for election as directors and the proposal of any business not intended to be included in our proxy statement, other than nominations made by or at the direction of the Board of Directors or a committee of the Board. In order for any matter to be “properly brought” before a meeting, a shareholder must comply with advance notice requirements and provide us with certain information. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 120 days nor more than 150 days prior to the anniversary of the immediately preceding annual meeting of shareholders. The By-laws also specify requirements as to the form and content of a shareholder’s notice.

In addition to the director nomination provisions described above, the By-laws contain a “proxy access” provision that provides that any shareholder or group of up to twenty shareholders who qualify as eligible shareholders under the proxy access provisions of our By-laws may nominate, and include in our proxy materials, director candidates constituting up to 20% of our Board of Directors or two directors, whichever is greater. In order for a shareholder or group of shareholders to be eligible under the proxy access provisions of our By-laws to nominate a director, such shareholder or group of shareholders must, among other criteria, be eligible to vote at the Company’s annual meeting, have owned or together with other group shareholders have owned 3% or more of the voting power of our issued and outstanding common stock continuously for at least three years and represent that those shares were acquired in the ordinary course of business and not with intent to change or influence control of the Company and that each such person does not presently have that intent. In order to use the proxy access provisions of our By-laws, shareholders and their nominees must satisfy all the eligibility and notice requirements specified in our By-laws. A shareholder proposing to nominate a person for election to our Board of Directors through the proxy access provision generally must generally provide us with a notice requesting the inclusion of the director nominee in our proxy materials and other required information not less than 120 days nor more than 150 days prior to the first anniversary of the date on which our definitive proxy statement was released to shareholders in connection with the prior year’s annual meeting. The complete proxy access provisions for director nominations are set forth in the By-laws.

In seeking new Board members, our objective is to identify and retain directors that can effectively develop the Company’s strategy and oversee management’s execution of that strategy. We only consider director candidates who embody the highest standards of personal and professional integrity and ethics and are committed to a culture of transparency and open communication at the Board level and throughout the Company. Successful candidates are dedicated to accountability and continuous improvement with a belief in innovation as a key business success factor. They are also actively engaged and have an innate intellectual curiosity and entrepreneurial spirit.

As part of its annual evaluation process for director nominees, the Nominating Committee considers other criteria, including the candidate’s history of achievement and superior standards, ability to think strategically, willingness to share examples based upon experience, policy-making experience, and ability to articulate a point of view, take tough positions and constructively challenge management. Directors must also be committed to actively engaging in their Board roles, with sufficient time to carry out the duties of Board and Board committee membership. Finally, one or more of our directors must possess the education or experience required to qualify as an “audit committee financial expert” pursuant to SEC rules.

Our Corporate Governance Principles describe our policy of considering director backgrounds and experience in the director identification and nomination process. When considering Board candidates, the Nominating Committee seeks nominees with a broad range of experience from a variety of industries and professional disciplines such as finance, professional services and technology, along with a diversity of gender, ethnicity, age and geographic location. The Nominating Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applied to all prospective nominees. As part of its annual review of the Board’s composition and director nominees, the Nominating Committee assesses the effectiveness of its approach to director backgrounds and experience. The Board believes that varied backgrounds and qualifications of Board members ensures the mix of experience, knowledge and abilities necessary for the Board to fulfill its responsibilities and leads to a more effective oversight and decision-making process.

The grid below summarizes the key qualifications and skills each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill; rather a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography describes these qualifications and relevant experience in more detail.