Best Buy : 2026 Annual Report Proxy Statement

Published: 2026-04-30 20:07:37 ET BBY

Published on 04/30/2026 at 08:07 pm EDT

2026

Proxy Statement

BEST BUY CO., INC.

7601 Penn Avenue South Richfield, Minnesota 55423

Regular Meeting of Shareholders

Time

9:00 a.m., Central Time Friday, June 12, 2026

Place

Online at

https://www.virtualshareholdermeeting.com/BBY2026

Internet

Submit pre-meeting questions online by visiting www.proxyvote.com and attend the Regular Meeting of Shareholders online at www.virtualshareholdermeeting.com/BBY2026

Record Date

You may vote if you were a shareholder of Best Buy Co., Inc. as of the close of business on Monday, April 13, 2026.

Items of Business

Management Proposals

To elect the thirteen director nominees listed herein to serve on our Board of Directors for a term of one year.

To ratify the appointment of Deloitte & Touche LLP as our

independent registered public accounting firm for the fiscal year ending January 30, 2027.

To conduct a non-binding advisory vote to approve our named executive officer compensation.

Shareholder Proposals

4-5. To vote on two shareholder proposals, if properly presented at the meeting.

Other Business

6. To transact such other business as may properly come before the meeting.

Proxy Voting

Your vote is important. You may vote via proxy as a shareholder of record:

By calling (within the U.S. or Canada) toll-free at 1-800-690-6903

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE REGULAR MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2026:

This Notice of 2026 Regular Meeting of Shareholders and Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, are available at https://www.proxyvote.com.

Richfield, Minnesota April 30, 2026

By signing and returning your proxy card if you have received paper materials

For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee.

Regardless of whether you expect to attend the meeting, please vote your shares in one of the ways outlined above.

By Order of the Board of Directors

Todd G. Hartman

Secretary

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.

Attending the Regular Meeting of Shareholders

We invite you to attend the 2026 Regular Meeting of Shareholders (the ''Meeting'') virtually.

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: https://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 https://www.investors.bestbuy.com.

David Kenny

Chair of the Board

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.

David Kenny

Chair of the Board

Table of Contents

Proxy Summary 1

General Information 9

Background 9

Voting Procedures 11

Proxy Solicitation 13

Additional Information 13

Corporate Governance at Best Buy 14

Board Leadership 14

Board Composition 15

Director Independence 15

Board Meetings and Attendance 16

Executive Sessions of Independent Directors 16

Committees of the Board 17

Board Risk Oversight 19

Corporate Responsibility and Sustainability Risk

Oversight 19

Compensation Risk Assessment 20

Cybersecurity and Privacy Risk Oversight 20

Board Evaluation Process 21

CEO Evaluation Process 21

Management Development and Succession Planning 21

Director Orientation and Continuing Education 21

Anti-Hedging and Anti-Pledging Policies 22

Director Stock Ownership 22

Shareholder Engagement 22

Corporate Responsibility & Sustainability 22

Public Policy 25

Securities Trading Policy 25

Communications with the Board 25

Corporate Governance Website 25

Item of Business No. 1 -

Election of Directors 26

General Information 26

Director Nomination Process 26

Advance Notice and Proxy Access By-Law Provisions 27

Director Qualification Standards 27

Summary of Director Qualifications & Experience 28

Director Nominees 29

Voting Information 43

Board Voting Recommendation 43

Security Ownership of Certain Beneficial

Owners and Management 44

Delinquent Section 16(a) Reports 46

Certain Relationships and Related Party Transactions 46

Audit Committee Report 47

Committee Meetings 47

Fiscal 2026 Audited Financial Statements 47

Item of Business No. 2 -

Ratification of Appointment of Our Independent Registered Public Accounting Firm 48

Principal Accountant Services and Fees 48

Pre-Approval Policy 48

Board Voting Recommendation 49

Item of Business No. 3 -

Advisory Vote to Approve Named Executive Officer Compensation 50

Information About the Advisory Vote to Approve Named Executive Officer Compensation 50

Board Voting Recommendation 50

Executive and Director Compensation 51

Compensation Discussion and Analysis 51

Executive Summary 52

Compensation Philosophy, Objectives and Policies 53

Governance 54

Factors in Decision-Making 55

Executive Compensation Elements 56

Compensation and Human Resources Committee

Report on Executive Compensation 64

Compensation and Human Resources Committee

Interlocks and Insider Participation 64

Compensation of Executive Officers 65

Summary Compensation Table 65

Grants of Plan-Based Awards 67

Outstanding Equity Awards at Fiscal Year-End 69

Option Exercises and Stock Vested 72

Nonqualified Deferred Compensation 73

Potential Payments Upon Termination or

Change-of-Control 74

Director Compensation 77

Equity Compensation Plan Information 79

CEO Pay Ratio 79

Pay Versus Performance 80

Shareholder Proposals 84

Item of Business No. 4 -

Shareholder Proposal - Report on Risks of Non-

Fiduciary Executive Compensation Metrics 85

General Information 85

Shareholder Proposal - Report on Risks of Non-

Fiduciary Executive Compensation Metrics 86

Statement in Opposition 87

Board Voting Recommendation 87

Item of Business No. 5 -

Shareholder Proposal - Sustainability ROI Report 88

General Information 88

Shareholder Proposal - Sustainability ROI Report 89

Statement in Opposition 90

Board Voting Recommendation 90

Other Business 91

Proposals for the Next Regular

Meeting of Shareholders 92

Schedule: Reconciliations of Non-GAAP

Financial Measures 93

Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995

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.

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Proxy Summary

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 https://www.investors.bestbuy.com.

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

Item Board

Number Item Description Recommendation

Management Proposals

Election of Directors

We have thirteen director nominees standing for election this year. More information about our nominees' qualifications and experience can be found starting on page 26.

FOR

EACH NOMINEE NAMED HEREIN

Ratification of Appointment of our Independent Registered Public Accounting Firm

We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2027, as described on page 48.

FOR

Advisory Vote to Approve Named Executive Officer Compensation

We are seeking, in an advisory capacity, approval by our shareholders of our named executive officer compensation, the ''Say on Pay'' vote. Our Compensation Discussion & Analysis (''CD&A''), which begins on page 50, describes our executive compensation programs and decisions for fiscal 2026.

FOR

Shareholder Proposals

Shareholder Proposal - Report on Risks of Non-Fiduciary Executive Compensation Metrics

We are seeking your 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 proposal and our opposition statement can be found starting on page 85.

AGAINST

Shareholder Proposal - Sustainability ROI Report

We are seeking your 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). The proposal and our opposition statement can be found starting on page 88.

AGAINST

2026 Proxy Statement 1

How will the Meeting be conducted?

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 https://www.virtualshareholdermeeting.com/BBY2026 and following the instructions on your proxy card.

How can I ask questions during the Meeting?

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.

What can I do if I need technical assistance during the Meeting?

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.

If I can't attend the Meeting, can I vote or listen to it later?

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 https://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:

All Independent Committees

Independent Chair

Board Structure

Annual Director Elections No Director Related Party Transactions

Robust Annual Board Evaluation Process Director Overboarding Policy

Majority Vote for Directors Director Retirement Policy

Shareholder Rights Compensation

No Cumulative Voting Rights Pay for Performance Compensation Programs

No Poison Pill Anti-Hedging and Anti-Pledging Policies

Proxy Access By-Laws Clawback Policies for both Cash and all Equity Awards that Meet and Go Beyond the Requirements of the Dodd-Frank Act

No Supermajority Voting Provisions in our Articles of

Incorporation (''Articles'')

Stock Ownership Guidelines applicable to Executive Officers

and the Board of Directors

No Exclusive Forum/Venue or Fee-Shifting Provisions

Additional information on our Corporate Governance policies and practices can be found in the Corporate Governance at Best Buy

section of this proxy statement.

Additional information regarding our purpose and programs relating to our CR&S

efforts can be found in the Corporate Governance at Best Buy - Corporate Responsibility & Sustainability section of this proxy statement.

Page 22

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.

Selected Recognition

MSCI Inc. ISS Governance

Rated AAA (highest possible) by Awarded Prime status on MSCI ESG Research ISS-ESG Corporate Rating

CDP

Climate A List FTSE4Good Index

Named for the 9th consecutive year Included in FTSE4Good Index

Ethisphere Dow Jones

Named to World's Most Ethical Best in Class North America Index

Companies List® for the 12th time Included for the 13th year

Item No. 1 - Election of Directors

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.

Name

Age

Director Since

Committee Membership

Other Public Boards

FIPC

NCGPP

Corie S. Barry

CEO

2019

Lisa M. Caputo

Independent

2009

Meghan C. Frank

Independent

2025

A. Dylan Jadeja

Independent

2025

David W. Kenny

Independent

2013

David C. Kimbell

Independent

2023

Mario J. Marte

Independent

2021

Karen A. McLoughlin

Independent

2015

Claudia F. Munce

Independent

2016

Richelle P. Parham

Independent

2018

Steven E. Rendle

Independent

2021

Sima D. Sistani

Independent

2023

Melinda D. Whittington

Independent

2023

Key to Committees AC: Audit Committee

CC: Compensation & Human Resources Committee

FIPC: Finance & Investment Policy Committee

NCGPP: Nominating, Corporate Governance & Public Policy Committee

F Audit Committee Financial Expert

Gender Diversity

Mix of Skills, Qualifications and Experience

38.5%

5 men

61.5%

8 women

Business Operations

Chief Executive Officer

Corporate Governance

Ethnic Diversity

CR&S

Customer Engagement / Marketing

Cybersecurity

38.5%

5 of 13

Digital / E-commerce

Finance

Director Tenure

Growth / Transformation

Investments / Venture Capital

Philanthropy / Non-Profits

7+ years

0-3 years

Professional Services

4-6 years

Retail / Consumer Services

Technology

Independence

12 of 13

director nominees are independent

Additional information about each of our nominees and director qualification and

nomination process can be found in Item of Business No. 1 - Election of Directors

section of this proxy statement.

Page 26

Item No. 2 - Ratification of Appointment of our Independent Registered Public Accounting Firm

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.

Service Type Fiscal 2026

Fiscal 2025

Audit Fees $4,297,000

$3,987,000

Audit-Related Fees 223,000

1,222,000

Tax Fees 41,000

152,000

Other Fees 0

Total Fees $4,561,000

$5,361,000

Additional information can be found in Item of Business No. 2 - Ratification of Appointment of our Independent Registered Public Accounting Firm section of this proxy statement.

Page 48

Item No. 3 - Advisory Vote to Approve Named Executive Officer Compensation

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:

Compensation Component

Key Characteristics

Purpose

Base Salary

Cash

Provide competitive, fixed compensation to attract and retain executive talent.

Short-Term Incentive ''STI''

Cash award paid based on achievement of various performance metrics

Create a strong financial incentive for achieving or exceeding Company performance goals.

Long-Term Incentive ''LTI''

Time-based restricted shares and performance share awards

Create a strong financial incentive for increasing shareholder value, encourage ownership stake, and promote retention.

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).

FY26 CEO Total Target Direct Compensation

FY26 Non-CEO NEO Total Target Direct Compensation (Average)

20%

30%

80%

Variable

50%

15%

93%

Variable

78%

Additional information can be found in Item of Business No. 3 - Advisory Vote to

Approve Named Executive Officer Compensation and the Executive and Director Compensation - Compensation Discussion and Analysis sections of this proxy statement.

Page 50

Shareholder Proposals

Item No. 4 - Shareholder Proposal - Report on Risks of Non-Fiduciary Executive Compensation Metrics

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.

Additional information can be found in Item of Business No. 4 - Shareholder

Proposal - Report on Risks of Non-Fiduciary Executive Compensation Metrics

section of this proxy statement.

Page 85

Item No. 5 - Shareholder Proposal - Sustainability ROI Report

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).

Additional information can be found in Item of Business No. 5 - Shareholder

Proposal - Sustainability ROI Report section of this proxy statement.

Page 88

BEST BUY CO., INC.

7601 Penn Avenue South Richfield, Minnesota 55423

Regular Meeting of Shareholders - June 12, 2026 General Information

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (''Board'') of Best Buy Co., Inc. (''Best Buy,''

''we,'' ''us,'' ''our'' or the ''Company'') to be voted at our 2026 Regular Meeting of Shareholders (the ''Meeting'') to be held virtually on Friday, June 12, 2026, at 9:00 a.m., Central Time, at https://www.virtualshareholdermeeting.com/BBY2026 or at any postponement or adjournment of the

Meeting. On or about April 30, 2026, we mailed or made available our proxy materials, including the proxy statement, our Annual Report and form of proxy or the Notice of Internet Availability.

What is the purpose of the Meeting?

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.

Why did I receive this proxy statement and a proxy card or the Notice of Internet Availability?

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.

How can I attend the Meeting?

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

How will the Meeting be conducted?

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: https://www.virtualshareholdermeeting.com/BBY2026 and following the instructions on your proxy card.

How can I ask questions during the Meeting?

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.

What can I do if I need technical assistance during the Meeting?

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.

If I can't attend the Meeting, can I vote or listen to it later?

Who may vote?

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.

When is the record date?

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

How many shares of Best Buy common stock are outstanding?

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.

What am I voting on, how many votes are required to approve each item, how are votes counted and how does the Board recommend I vote:

Item

Vote Required

Voting Options

Board Recommendation(1)

Broker Discretionary Voting Allowed(2)

Impact of Abstain Vote

Management Proposals

Item 1 - The election of the thirteen director nominees listed in this proxy statement

The affirmative vote of a majority of votes cast with respect to the director.

FOR

None

Item 2 - The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending

January 30, 2027

The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on this item of business or, if greater, the vote required is a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Meeting.

''FOR''

''AGAINST''

''ABSTAIN''

FOR

Yes

Against

Item 3 - The non-binding advisory vote to approve our named executive officer compensation

FOR

Against

Shareholder Proposals

Item 4 - Shareholder Proposal regarding Report on Risks of Non-Fiduciary Executive Compensation Metrics

AGAINST

Against

Item 5 - Shareholder Proposal regarding Sustainability ROI Report

AGAINST

Against

If you are a record holder and you sign and submit your proxy card without indicating your voting instructions, your shares will be voted in accordance with the Board's recommendation.

A broker non-vote will not count as a vote for or against a director and will have no effect on the outcome of the election of the director nominees disclosed in this proxy statement. A broker non-vote will have no effect on Items 1, 3, 4 and 5 unless a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Meeting is required in order to approve the item as described in the ''Vote Required'' column above, in which case a broker non-vote will have the same effect as a vote ''Against''.

How do I vote?

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:

Via the internet at https://www.proxyvote.com;

By telephone (within the U.S. or Canada) toll-free at 1-800-690-6903;

By mail, by signing and returning the enclosed proxy card if you have received paper materials; or

By attending the virtual Meeting, which qualifies as being present in person, and voting online at

https://www.virtualshareholdermeeting.com/BBY2026.

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 https://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.

How are my voting instructions carried out?

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.

How many votes do I have?

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.

How many shares must be present to hold a valid 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:

Vote prior to the Meeting via the internet or by telephone;

Properly submit a proxy card (even if you do not provide voting instructions); or

Vote while attending the Meeting online.

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.

What are broker non-votes?

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.

What if I change my mind after I vote via proxy?

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

Submitting a later-dated proxy prior to the Meeting (by mail, internet or telephone);

Voting online during the Meeting (attendance will not, by itself, revoke a proxy); or

Providing written notice of revocation to Best Buy's Secretary at our principal office at any time before your shares are voted.

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.

Who will count the vote?

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

Where can I find the voting results of the Meeting?

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.

How are proxies solicited?

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.

Who will pay for the cost of soliciting proxies?

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.

How can multiple shareholders sharing the same address request to receive only one set of proxy materials and other investor communications?

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.

Can I receive the proxy materials electronically?

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 https://www.investors.bestbuy.com.

Where can I find additional information about Best Buy?

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 https://www.investors.bestbuy.com.

Corporate Governance at Best Buy

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:

Our Board is currently led by an independent Chair. Whenever our Chair is not independent, a Lead Independent Director

ensures independent oversight of management.

•

Board Leadership & Composition

All of our director nominees, other than the CEO, are independent.

•

Our Board places an emphasis on diverse representation among its members. Eight of our thirteen director nominees are

women, and five of our thirteen nominees are ethnically diverse.

The average tenure of our director nominees is approximately 6.2 years, with a balance of skills, new perspectives and historical knowledge.

All committees are comprised exclusively of independent directors.

Our directors are required to retire at the expiration of their term during which they reach the age of 72. Additionally, our directors must tender their resignation for consideration: (a) five years after ceasing the principal career they held when they joined our Board, (b) when their principal employment, public company board membership or other material affiliation changes, or (c) if they receive less than a majority of votes cast for his or her election.

We conduct a robust annual Board, individual director and CEO evaluation process, and periodically engage an

independent third-party to provide independent assessments of Board and director performance. An independent consultant-managed evaluation and assessment was conducted in fiscal 2026.

•

Board Accountability

None of our directors are involved in a material related party transaction.

Our directors and executive officers are prohibited from hedging and pledging Company securities.

Our directors and executive officers are required to comply with stock ownership guidelines.

We have never adopted a shareholder rights plan (commonly known as a ''Poison Pill'').

•

Shareholder Rights & Engagement

Our Board has adopted Corporate Governance Principles as part of its commitment to good governance practices. These

principles are available on our website at https://www.investors.bestbuy.com.

•

We have proxy access provisions consistent with market practice (3/3/20/20).

We have no cumulative voting rights, and our only class of voting shares is our common stock.

A shareholder(s) holding 10% of the voting shares of our stock may call a special meeting (or 25% if the special meeting relates to a business combination or change in our Board composition).

We do not have supermajority shareholder vote requirements in our Articles.

We engage with shareholders to solicit feedback, address questions and concerns and provide perspective on Company policies and practices.

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 https://www.investors.bestbuy.com.

Our Chair is responsible for:

Setting the agenda for Board meetings (in partnership with the CEO) and presiding over and leading discussion at meetings of the full Board;

Presiding over the Company's regular meeting of shareholders;

Presiding at executive sessions of independent directors, which take place at each regular Board meeting (when there is no independent Chair, the Lead Independent Director is responsible for this duty);

Setting the Board meeting calendar and leading oversight activities of the Board;

Overseeing the Company's strategic planning process to create alignment with the Board and management and supporting execution of the strategy;

Assisting the Board with its oversight of the Company's risks;

Speaking on behalf of the Company to both internal and external stakeholders, as appropriate; and

Serving as the Board's liaison to management.

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

Partners with the Chair (and CEO) to set the Board meeting agenda;

Presides at all Board meetings at which the Chair is not present;

Calls additional meetings of the independent directors, as appropriate;

Serves as a liaison between the independent directors and our stakeholders by being available for direct consultation and communication;

Provides ongoing counsel to the Chair regarding key items of business and overall Board functions; and

Performs any other duties requested by the Board, the independent directors or the Chair.

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:

has in the past three years:

received (or whose immediate family member has received as a result of service as an executive officer) more than $120,000 during any 12-month period in direct compensation from Best Buy, other than director and committee fees and certain pension payments and other deferred compensation;

been an employee of Best Buy;

had an immediate family member who was an executive officer of Best Buy;

personally worked on (or whose immediate family member has personally worked on) our audit as a partner or an employee of our internal or external auditors or independent registered public accounting firm; or

been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee at that time included a present executive officer of Best Buy; or

is currently:

a partner or employee of our independent registered public accounting firm, or a director whose immediate family member is a partner of such firm or is employed by such firm and personally works on our audit; or

an employee (or has an immediate family member who is an executive officer) of another company that has made payments to Best Buy, or received payments from Best Buy, for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company's consolidated gross revenues.

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 https://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:

Committee Members

Key Responsibilities

Assists the Board in its oversight of:

the integrity of our financial statements and financial reporting processes;

our internal accounting systems and financial and operational controls;

our legal compliance and ethics programs, including our legal, regulatory and risk oversight requirements, related party transactions and our Code of Ethics;

the Company's major risk exposures and related risk-management efforts including, but not limited to, those relating to finance, operations and technology (including artificial intelligence (''AI''));

our cybersecurity and privacy risk management practices and disclosures related thereto;

the qualifications and independence of our independent registered public accounting firm; and

the performance of our internal audit function and our independent registered public accounting firm.

Is responsible for the preparation of a report as required by the SEC to be included in this proxy statement.

Number of Meetings

held in fiscal 2026

Mario J. Marte*†

Meghan C. Frank† (1) Karen A. McLoughlin† Claudia F. Munce Steven E. Rendle Melinda D. Whittington†

Committee Members

Key Responsibilities

Determines executive officer compensation and executive officer and director

compensation philosophies, evaluates the performance of our CEO, approves CEO and executive officer compensation and oversees preparation of a report as required by the SEC to be included in this proxy statement.

Reviews and recommends director compensation for Board approval.

Is responsible for succession planning and compensation-related risk oversight.

Approves and oversees the development and evaluation of equity-based and other incentive compensation and certain other employee benefit plans.

Oversees the development of an inclusive and diverse Company culture.

Number of Meetings

held in fiscal 2026

David C. Kimbell*

Lisa M. Caputo

A. Dylan Jadeja(2) Claudia F. Munce Richelle P. Parham

Committee Members

Key Responsibilities

Provides oversight of, and advises the Board regarding, our financial policies and

financial condition to help enable us to achieve our long-range goals.

Oversees, evaluates and monitors the: (i) protection and safety of our cash and investments; (ii) achievement of reasonable returns on financial assets within acceptable risk tolerance; (iii) maintenance of adequate liquidity to support our activities; (iv) assessment of the cost and availability of capital; and (v) alignment of our strategic goals and financial resources.

Is responsible for approving certain significant contractual obligations.

Number of Meetings

held in fiscal 2026

Karen A. McLoughlin*

A. Dylan Jadeja(2) David C. Kimbell Steven E. Rendle Sima D. Sistani

Melinda D. Whittington

Committee Members

Key Responsibilities

Identifies and recommends director nominees, reviews and recommends corporate

governance principles to the Board, and oversees the evaluation of the performance of the Board and its committees.

Assists the Board with general corporate governance, including Board organization, membership, training and evaluation.

Oversees public policy, corporate responsibility and related environmental, social, sustainability and governance matters.

Number of Meetings

held in fiscal 2026

Lisa M. Caputo*

Meghan C. Frank(1) Mario J. Marte Richelle P. Parham Sima D. Sistani

* Chair

† Designated as an ''audit committee financial expert''

Ms. Frank joined the Audit Committee and Nominating, Corporate Governance and Public Policy Committee on September 10, 2025.

Mr. Jadeja joined the Compensation & Human Resource Committee and Finance & Investment Policy Committee on March 2, 2026.

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.

Risk Oversight

The Board

The Board is responsible for oversight of enterprise risk. It considers enterprise risk factors as critical in its review of business strategy and performance and ensures that there is an appropriate balance of risk and opportunity. Key strategic risk factors include the competitive environment, AI integration and global trade issues, among others. Risks reviewed by Board committees are escalated to the full Board as necessary.

Committees

Audit

Oversees risks associated with our financial reporting processes, legal and regulatory compliance, enterprise risk management, data privacy and security, cybersecurity, ethical culture and other operational matters.

Compensation Oversees risks associated with

our compensation

programs, benefits, management succession and human capital management.

Finance & Investment Policy

Oversees risks associated with our investment portfolio, capital markets

and liquidity.

Nominating Oversees risks associated with our

Management

Management is responsible for day-to-day risk management processes, including assessing and taking actions necessary to manage risk incurred in connection with our business operations.

Management also reviews, assesses and quantifies enterprise risks on an ongoing basis in support of the Board and each committee's oversight responsibilities.

Board processes,

corporate governance, public policy, corporate responsibility and sustainability.

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.

Responsible Party Oversight for Cybersecurity and Privacy

Board of Directors Overall responsibility for enterprise risks.

Audit Committee

Primary oversight responsibility for cyber/information security programs, assessment of cyber threats

and defenses and privacy initiatives.

Management The Chief Risk Officer, Chief Compliance Officer, Chief Information Security Officer, Chief Privacy Officer and other senior members of the cybersecurity, compliance and privacy teams are responsible for identifying and managing risks related to these areas.

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.

Winter

Review shareholder feedback from all engagements with the Board and integrate feedback in governance practices and proxy disclosure.

Spring

Follow-up engagement with proxy advisory firms and our largest shareholders to address issues, if any, in our proxy statement in advance of the annual meeting.

Fall

Primary engagement season through both in-person and telephonic conversations.

Company participants include representatives

Annual

Shareholder Engagement Process

from Legal, Investor Relations, Human Resources

and Corporate Responsibility & Sustainability.

Summer

Review feedback received from shareholders at our annual meeting and current trends in governance.

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 https://www.investors.bestbuy.com.

Company Purpose & Vision

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.

Disclaimer

Best Buy Co. Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 23:47 UTC.