LOWE'S COMPANIES, INC.
P. O. Box 1111
North Wilkesboro, NC 28656
Dear Lowe's Shareholder:
On behalf of the Board of Directors, we cordially invite you to attend
Lowe's 1995 Annual Meeting of Shareholders to be held on Friday, May 26, 1995,
at 10:00 a.m. at our corporate headquarters in North Wilkesboro, North
Carolina. At this year's meeting, shareholders will be asked to elect four
Class III Directors for a term of three years, to approve the appointment of
Deloitte & Touche as our independent auditors for Fiscal 1995, and to consider
a shareholder proposal. The meeting will include a report on Lowe's business
for the fiscal year ended January 31, 1995, and there will be an opportunity
for shareholders to comment and ask questions of Lowe's management team.
Whether or not you plan to attend the meeting, it is important that you be
represented and that your shares be voted. Accordingly, after reviewing the
attached Proxy Statement, we ask you to complete, sign and date the Proxy Card
and return it as soon as possible in the postage-paid envelope provided. Early
return of your proxy will permit us to avoid the expense of soliciting the
votes of shareholders who are late sending in their Proxy Cards.
We look forward to greeting you if your plans permit attendance at Lowe's
1995 Annual Meeting.
Sincerely,
Robert L. Strickland Leonard G. Herring
Chairman of the Board President & CEO
April 25, 1995
LOWE'S COMPANIES, INC.
P. O. Box 1111
North Wilkesboro, NC 28656
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 26, 1995
The Annual Meeting of Shareholders of Lowe's Companies, Inc. (the
"Company") will be held at the Company's corporate headquarters, Highway 268
East, North Wilkesboro, North Carolina, on Friday, May 26, 1995, at 10:00 a.m.
to consider and act upon the following proposals:
1. To elect four Class III Directors for a term of three years;
2. To approve the appointment of Deloitte & Touche as independent certified
public accountants for the fiscal year ending January 31, 1996;
3. To act upon a shareholder proposal to declassify the Board of Directors
for the purpose of Director elections; and
4. To transact such other business as may be properly brought before the
Annual Meeting.
Shareholders of record at the close of business on April 7, 1995, are
entitled to notice of and to vote at the meeting. All properly executed
proxies delivered pursuant to this solicitation will be voted at the meeting in
accordance with instructions, if any. If two or more proxies are submitted by
the same shareholder, the proxy bearing the later date will revoke the prior
proxy. Any proxy delivered before the meeting may be revoked by attending the
meeting and voting in person.
You are cordially invited to attend and we look forward to seeing you at
the meeting.
Sincerely,
Robert L. Strickland Leonard G. Herring
Chairman of the Board President & CEO
North Wilkesboro, North Carolina
April 25, 1995
IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE PROXY AND
MAIL AT ONCE IN THE ENCLOSED ENVELOPE.
LOWE'S COMPANIES, INC.
P. O. Box 1111
North Wilkesboro, North Carolina 28656
910/651-4000
Proxy Statement
for
Annual Meeting of Shareholders
May 26, 1995
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Lowe's Companies, Inc. (the
"Company") of proxies to be voted at the Annual Meeting of Shareholders to be
held at the Company's corporate headquarters, Highway 268 East, North
Wilkesboro, North Carolina, on Friday, May 26, 1995, at 10:00 a.m. It is
anticipated that this Proxy Statement and the enclosed form of proxy will be
sent to shareholders on April 25, 1995.
Only shareholders of record at the close of business on April 7, 1995, are
entitled to notice of and to vote at the meeting or any adjournment thereof.
On April 7, 1995, there were 159,925,313 shares of Common Stock of the Company
outstanding and entitled to vote. Shareholders are entitled to one vote for
each share held on all matters to come before the meeting.
The shares represented by a proxy will be voted as directed unless the
proxy is revoked. Any proxy may be revoked before it is exercised by filing
with the Secretary of the Company an instrument revoking the proxy or a proxy
bearing a later date. A proxy is revoked if the person who executed the proxy
is present at the meeting and elects to vote in person.
ELECTION OF CLASS III DIRECTORS
There are currently ten members of the Board of Directors, which is
divided into three classes, with one class to be elected each year for a three-
year term. The term of Class III Directors is expiring at the 1995 Annual
Meeting. The four nominees listed below have been nominated by the Board of
Directors, as recommended by the Executive Committee (acting as a nominating
committee), to a three-year term as Class III Directors. Robert L. Tillman,
currently a Class II Director elected by the Board of Directors on November 8,
1994, to fill the unexpired term of Class II Director Jack C. Shewmaker, who
resigned, is being nominated for election to a three-year term as a Class III
Director. If elected, each Class III nominee will serve three consecutive
years with his term expiring in 1998 or until a successor is elected and
qualifies. The election of each nominee requires the affirmative vote of the
holders of a plurality of the shares of Common Stock cast in the election of
Directors. Votes that are withheld and shares held in street name that are not
voted in the election of Directors ("broker non-votes") will not be included in
determining the number of votes cast, although such shares will be counted for
purposes of determining a quorum. Unless authority to vote in the election of
Directors is withheld, it is the intention of the persons named as Proxies to
vote FOR the four nominees named below, all of whom currently serve as
Directors. If at the time of the meeting any of these nominees shall become
unavailable for election as a Director for any reason, which is not expected to
occur, the persons named as Proxies will vote for such substitute nominee or
nominees, if any, as shall be designated by the Board of Directors.
INFORMATION CONCERNING CLASS III NOMINEES
Nominees for Election for Three-Year Term (Class III Directors to serve until
the 1998 Annual Meeting)
Director Business Experience, Directorships, and
Name and Age Since Positions within the Last Five Years
Gordon E. Cadwgan, 81 . 1961 Chairman of Audit Committee, Member of
Compensation Committee, Executive Committee and
Committee of Independent Directors of the Company.
Cadwgan Associates, Inc. (Trustee and Fiancial
Consultant), affiliated with Tucker Anthony,
Inc., Boston, Mass., since 1979. Other
directorships: Third Century Fund, Inc.,
Providence, R.I., since 1981.
Petro Kulynych, 73 .... 1952 Member of Audit Committee, Executive Committee,
and Government/Legal Affairs Committee of the
Company, having previously served as Managing
Director (1978-1983). (Mr. Kulynych retired in
December 1983.) Other directorships: Local
Board, Wachovia Bank of North Carolina, N.A.,
North Wilkesboro, N.C., since 1988; Carolina
Motor Club, Inc.
Russell B. Long, 76 ... 1987 Chairman of Government/Legal Affairs Committee,
Member of Compensation Committee and Committee of
Independent Directors of the Company. Partner,
Long Law Firm (Attorneys-at-Law), Washington,
D.C., since 1988. Other directorships: Catalyst
Vidalia Corp., Vidalia, La., since 1989; The New
York Stock Exchange, Inc., New York, N.Y., since
1987. Other: United States Senator 1948-1987;
Member, Senate Finance Committee 1952-1987
(Chairman 1965-1981).
Robert L. Tillman, 51 . 1994 Senior Executive Vice President and Chief
Operating Officer of the Company since 1994,
having previously served as Executive Vice
President - Merchandising (1991-1994), Senior
Vice President - Merchandising (1989-1991).
Other directorships: Wachovia Bank of North
Carolina, N.A., Winston-Salem, N. C., since 1994;
Home Center Institute, Chicago, Ill., since 1994.
INFORMATION CONCERNING CONTINUING DIRECTORS
The Directors whose terms expire after 1995 are:
Class I Directors, term expiring in 1996
Director Business Experience, Directorships, and
Name and Age Since Positions within the Last Five Years
William A. Andres, 68 . 1986 Chairman of Committee of Independent Directors,
Member of Audit Committee and Compensation
Committee of the Company. Previously Chairman of
the Board and Chief Executive Officer (1976-
1983), Chairman of Executive Committee (1983-
1985) of Dayton Hudson Corporation (Retail
Chain), Minneapolis, Minn. (Mr. Andres retired
in September 1985.) Other directorships:
Jostens, Inc., Minneapolis, Minn., since 1985;
Scott Paper Company, Philadelphia, Penn., since
1983; Multifoods, Inc., Minneapolis, Minn., since
1978; Hannaford Bros., Scarborough, Me., since
1986.
John M. Belk, 75 ...... 1986 Member of Audit Committee, Compensation Committee
and Committee of Independent Directors of the
Company. Chairman of the Board, Belk Stores
Services, Inc. (Retail Department Stores),
Charlotte, N.C., since 1980. Other
directorships: Coca-Cola Bottling Company
Consolidated, Charlotte, N.C., since 1972;
Chaparral Steel, Midlothian, Tex., since 1987.
Robert L. Strickland, 64 1961 Chairman of the Board since 1978, Chairman of
Executive Committee and Member of Government/Legal
Affairs Committee of the Company. Other
directorships: Summit Communications, Atlanta,
Ga., since 1987; T. Rowe Price Associates, Inc.,
Baltimore, Md., since 1991; Hannaford Bros.,
Scarborough, Me., since 1994.
Class II Directors, term expiring in 1997
Director Business Experience, Directorships, and
Name and Age Since Positions within the Last Five Years
Carol A. Farmer, 50 . 1994 Member of Audit Committee, Government/Legal
Affairs Committee and Committee of Independent
Directors of the Company. President of Carol
Farmer Associates, Inc. (Trend Forecasting and
Consulting), Boca Raton, Fla., since 1985. Other
directorships: The Sports Authority, Inc., Ft.
Lauderdale, Fla., since 1995.
Leonard G. Herring, 67 1956 President and Chief Executive Officer since 1978,
Member of Executive Committee and
Government/Legal Affairs Committee of the
Company. Other directorships: First Union
Corporation, Charlotte, N.C., since 1986.
Robert G. Schwartz, 67 1973 Chairman of Compensation Committee, Member of
Audit Committee and Committee of Independent
Directors of the Company. Director of
Metropolitan Life Insurance Company, New York,
N.Y., since 1980, having previously served as
Chairman of the Board (1983-1993), President and
Chief Executive Officer (1989-1993) of that
company. (Mr. Schwartz retired in March 1993.)
Other directorships: Potlatch Corporation, San
Francisco, Calif., since 1973; Comsat Corporation,
Washington, D.C., since 1986; Mobil Corporation,
New York, N.Y., since 1987; The Reader's Digest
Association, Inc., Pleasantville, N.Y., since
1989; Consolidated Edison Company of New York,
New York, N.Y., since 1989; CS First Boston, Inc.,
New York, N.Y., since 1989; Lone Star Industries,
Inc., Stamford, Conn., since 1994.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
Classification of Directors. Each Lowe's Director is classified as an
"Independent Director" or a "Management Director". A "Management Director"
includes present and former employees who serve as Directors. An "Independent
Director" describes those individuals contemplated by rulings by the Securities
and Exchange Commission (SEC) defining "disinterested directors" and by IRS
regulations defining "outside directors". Lowe's Bylaws define a "Founding
Director" as a person who was a Director when Lowe's became a public company in
1961 and who has served continuously as a Director since then.
Compensation of Directors - Standard Arrangements. Employee Directors
receive no Director or Committee compensation. Beginning in July 1994,
Directors (other than Founding Directors) who are not otherwise employed by the
Company are paid an annual retainer of $30,000 plus an amount of $5,000
annually for serving as a Committee Chairman and $1,000 per Board meeting or
Committee meeting attended (with the maximum annual amount payable to any one
Director being $60,000). Non-employee Founding Directors are paid an annual
retainer of $60,000 each with no additional fees for attendance at meetings or
for Committee Chairmanship (Gordon E. Cadwgan and Petro Kulynych are non-
employee Founding Directors). Mr. Cadwgan received an additional $3,200 (plus
expenses) for serving as a Director of one of the Company's wholly owned
subsidiaries.
Compensation of Directors - Other Arrangements. The Director compensation
arrangement also provides that once a Founding Director elects to retire from
the Board, such Director may be designated a Director Emeritus and, if so, will
be compensated for life at an annual rate equal to 50% of the basic annual
Founding Director fee in effect at the time the Founding Director becomes a
Director Emeritus.
In 1989, the Company's shareholders approved the Lowe's Companies, Inc.
1989 Non-Employee Directors' Stock Option Plan. Under this Plan, each non-
employee Director was granted annually an immediately exercisable stock option
to purchase 4,000 shares of Common Stock at the first Directors' Meeting
following the Annual Meeting in 1989, 1990, 1991, 1992 and 1993. The option
price equals the shares' fair market value on the date of grant. In accordance
with a formula set forth in the option agreement, the Company makes a federal
income tax deposit on behalf of Directors who exercise options. Two hundred
thousand shares of Common Stock were reserved under the Plan for the granting
of options, of which options covering 140,000 shares were granted. No options
were granted under this Plan during 1994 and no options will be granted under
this Plan in the future.
During Fiscal 1994, Senator Long exercised options for 20,000 shares and
realized a net gain on the shares of $445,750 (representing the difference
between the market value at the date of exercise and the option exercise
price). In accordance with the provisions of the option agreement, the Company
applied part of the gross proceeds of the option exercise price to make federal
income tax deposits ($177,690) on behalf of Senator Long.
In 1994, the Company's shareholders approved the Lowe's Companies, Inc.
Directors' Stock Incentive Plan. This Plan provides for each non-employee
Director to be awarded 500 shares of Company Common Stock at the first
Directors' Meeting following the Annual Meeting in 1994, 1995, 1996, 1997 and
1998. Up to 25,000 shares may be issued under this Plan. During Fiscal 1994,
4,000 shares (having a fair market value of $31.75 per share on May 27, 1994)
were awarded to eight non-employee Directors (500 shares each to non-employee
Directors Andres, Belk, Cadwgan, Farmer, Kulynych, Long, Schwartz and
Shewmaker.
Board of Directors - During Fiscal 1994, the Board of Directors held six
meetings. The Board has five standing committees which met the number of times
set forth in parentheses: Executive (2), Audit (4), Compensation (4),
Government/Legal Affairs (1) and Independent Directors (1). All Directors
attended at least 75% of the meetings of the Board and committees on which they
served.
Audit Committee - The Audit Committee consists of one Management and five
Independent Directors: Gordon E. Cadwgan (Chairman), William A. Andres, John
M. Belk, Carol A. Farmer, Petro Kulynych and Robert G. Schwartz. The Audit
Committee meets independently with the internal auditing staff, with
representatives of the Company's independent accountants and with
representatives of senior management. The Committee reviews the general scope
of the Company's annual audit and the fee charged by the independent
accountants, determines the duties and responsibilities of the internal
auditors, reviews financial statements and the accounting principals being
applied and reviews audit results and other matters relating to internal
control and compliance with the Company's code of ethics. In addition, the
Audit Committee recommends annually the engagement of the Company's independent
accountants.
Compensation Committee - The Compensation Committee consists of five
Independent Directors: Robert G. Schwartz (Chairman), William A. Andres, John
M. Belk, Gordon E. Cadwgan and Russell B. Long. This Committee reviews and
sets, at least annually, the compensation of Directors who are employees of the
Company; reviews the compensation of all other employees whose annual salary
and bonus opportunities exceed a certain level; reviews and approves all annual
bonus plans; reviews and approves all forms of compensation which exceed one
year in duration, including employee stock option and deferred compensation
awards; administers and interprets all provisions of any compensation, employee
stock option or stock appreciation rights plans; and grants options pursuant to
the terms of any employee stock option or stock appreciation rights plan.
Executive Committee - The Executive Committee consists of four Directors:
Robert L. Strickland (Chairman), Gordon E. Cadwgan, Leonard G. Herring and
Petro Kulynych. The Executive Committee exercises all of the powers of the
Board of Directors between Board meetings, except as otherwise limited by law.
In addition, this Committee functions as a nominating committee by recommending
nominees for election as Directors of the Company. This Committee considers
nominees recommended by shareholders. Any such recommendation should be
submitted in writing to the Secretary of the Company no later than 120 days
prior to the date of mailing the proxy materials for each annual meeting
(generally, not later than the end of November preceding the annual meeting).
Such recommendation should include information that will enable the Committee
to evaluate the qualifications of the proposed nominee.
Government/Legal Affairs Committee - The Government/Legal Affairs
Committee consists of five members: Russell B. Long (Chairman), Carol A.
Farmer, Leonard G. Herring, Petro Kulynych and Robert L. Strickland. This
Committee assists the Board of Directors with the Company's relationships with
federal, state and local governments. The Committee also assists the Board and
management in responding to and initiating legislative proposals at all three
governmental levels.
Committee of Independent Directors - The Committee of Independent
Directors consists of six non-employee Directors: William A. Andres
(Chairman), John M. Belk, Gordon E. Cadwgan, Carol A. Farmer, Russell B. Long
and Robert G. Schwartz. This Committee performs, at the direction of the Board
of Directors, special projects appropriately assigned to outside directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership as of April 7, 1995,
except as noted, of Common Stock of each incumbent Director of the Company,
each nominee for election as a Director of the Company, the Officers named in
the Summary Compensation Table, each shareholder known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock, and Directors
and Executive Officers as a group:
Name or Number Percent
of Persons in Group Number of Shares (1) of Class
William A. Andres 34,500 *
John M. Belk 35,700 *
Gordon E. Cadwgan 98,676 *
Carol A. Farmer 800 *
Leonard G. Herring 1,834,250 (2) 1.147
Petro Kulynych 2,143,110 (3) 1.340
Russell B. Long 100,300 *
R. Michael Rouleau 49,200 *
Robert G. Schwartz 40,500 *
Robert L. Strickland 1,393,370 (4) *
Robert L. Tillman 113,750 *
Harry B. Underwood II 87,939 (5) *
Incumbent Directors, Director
Nominees and Executive Officers
as a Group (18 in total) 6,061,476 (6) 3.788
Lowe's Companies Employee Stock
Ownership Trust
P.O. Box 1111
North Wilkesboro, NC 28656 24,518,693 (6) 15.331
FMR Corp.
82 Devonshire Street
Boston, MA 02109 24,163,499 (7) 15.109
Janus Capital Corporation
100 Fillmore St., Suite 300
Denver, CO 80206 12,135,275 (7) 7.588
* Less than 1%.
(1) Includes shares that may be acquired within 60 days under the Company's
Stock Option Plans as follows: Mr. Andres 20,000 shares; Mr. Belk 20,000
shares; Mr. Cadwgan 8,000 shares; Mr. Kulynych 20,000 shares; Mr. Rouleau
5,000 shares; Mr. Schwartz 20,000 shares; Mr. Tillman 5,000 shares; with
aggregate shares for all Executive Officers and Directors as a group (18)
being 98,000.
Also includes Stock Awards (Performance Accelerated Restricted Stock) that
have been granted but not vested as follows: Mr. Herring 22,500 shares; Mr.
Rouleau 13,500 shares; Mr. Strickland 22,500 shares; Mr. Tillman 14,500
shares; Mr. Underwood 10,000 shares; with aggregate shares for all Executive
Officers and Directors as a group (18) being 123,000.
(2) Includes 72,200 shares of shared voting and investment power.
(3) Includes 82,000 shares of shared voting and investment power and 1,365,000
shares in a self-directed individual retirement account.
(4) Includes 164,000 shares of shared voting and investment power.
(5) Includes 1,500 shares of shared voting and investment power.
(6) Shares allocated to participants' ESOP accounts are voted by the
participants, via proxy solicitations from Wachovia Bank of North Carolina,
N.A. (the "Trustee"). The ESOP's Management Committee directs the Trustee
in the manner in which shares not allocated to participants' accounts are to
be voted. The Management Committee has 16 members, including Messrs.
Herring, Strickland, Rouleau, Tillman and Underwood. At April 7, 1995,
there were 301,058 unallocated shares.
(7) Shares held at December 31, 1994, according to Schedules 13G filed with
the Securities and Exchange Commission.
Each Director or Executive Officer that participates in the Employee Stock
Ownership Plan or is granted Stock Awards or Stock Options under the 1994
Incentive Plan is required to file an annual statement on Form 5. With those
exceptions, based solely on its review of the forms required to be filed by
Section 16(a) of the Securities Exchange Act of 1934 that have been received by
the Company and written representations from certain reporting persons that no
annual statements on Form 5 were required, the Company believes that all filing
requirements under Section 16(a) applicable to its Officers, Directors and
beneficial owners of more than 10% of its Common Stock have been complied with.
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Company's Chief
Executive Officer and the four remaining most highly paid Executive Officers
for the three fiscal years ended January 31, 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term Compensation
-------------------------------------
Annual Compensation Awards Payouts
------------------------------ ---------------------------- -------
Name & Principal Fiscal Year Other Annual Restricted Stock Stock LTIP All Other
Position Ended Jan.31 Salary Bonus Compensation Awards (1) Options (#) Payouts Compensation (2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leonard G. Herring 1995 $575,000 $402,500 $246,056 (3) 12,500 share 0 $0 $19,500
President & CEO
1994 535,000 373,750 173,523 10,000 share 0 0 19,500
1993 495,000 253,500 146,397 -- 0 0 30,000
Robert L. Strickland 1995 525,000 367,500 285,916 (4) 12,500 share 0 0 19,500
Chairman of the Board
1994 497,500 341,250 157,961 10,000 share 0 0 19,500
1993 470,000 240,500 137,950 -- 0 0 30,000
Robert L. Tillman 1995 350,385 195,000 185,019 (5) 8,500 shares 10,000 0 19,500
Senior Executive Vice President
& Chief Operating 1994 321,000 180,000 82,910 6,000 shares 0 0 19,500
1993 281,381 147,010 65,235 -- 0 0 30,000
R. Michael Rouleau 1995 345,096 195,000 380,692 (6) 7,500 shares 10,000 0 19,500
Executive Vice President -
Store Operations 1994 321,000 180,000 0 6,000 shares 0 0 16,298
1993 149,998 75,210 0 -- 30,000 0 0
Harry B. Underwood II 1995 220,000 132,000 142,252 (7) 5,000 shares 0 0 19,500
Senior Vice President &
Treasurer (Chief 1994 203,846 118,500 43,160 5,000 shares 0 0 19,500
Financial Officer)
1993 195,537 114,000 38,812 -- 0 0 30,000
<FN>
Footnotes:
(1) Represents shares of Performance Accelerated Restricted Stock (PARs) awarded as of January 31, 1995, under the 1994
Incentive Plan. One-half of the PARs shares will vest on January 31, 1998, if the Company's average annual return for
the three-year period is at least 12.5%. The remaining PARs shares (or, all of the PARs shares if none became vested in
accordance with the preceding sentence), will vest on January 31, 2000, if the Company's average annual return for the
five-year period is at least 12.5%. Any PARs shares not previously vested will vest on January 31, 2002.
Notwithstanding the foregoing, non-vested PARs shares will be forfeited if the participant separates from service for
reasons other than death, disability or retirement.
(2) Amounts shown are employer contributions to the Employee Stock Ownership Plan.
(3) Amount shown is the total of a payment from the Company's Benefit Restoration Plan ($187,306) and an income tax
deposit ($58,750) that was made on behalf of the executive in connection with the exercise of a stock option in
accordance with a formula set forth in the option agreement.
(4) Amount shown is the total of a payment from the Company's Benefit Restoration Plan ($168,416) and an income tax
deposit ($117,500) that was made on behalf of the executive in connection with the exercise of a stock option in
accordance with a formula set forth in the option agreement.
(5) Amount shown is the total of a payment from the Company's Benefit Restoration Plan ($91,243) and an income tax
deposit ($93,776) that was made on behalf of the executive in connection with the exercise of a stock option in
accordance with a formula set forth in the option agreement.
(6) Amount shown is the total of a payment from the Company's Benefit Restoration Plan ($90,067) and an income tax
deposit ($290,625) that was made on behalf of the executive in connection with the exercise of a stock option in
accordance with a formula set forth in the option agreement.
(7) Amount shown is the total of a payment from the Company's Benefit Restoration Plan ($48,252) and an income tax
deposit ($94,000) that was made on behalf of the executive in connection with the exercise of a stock option in
accordance with a formula set forth in the option agreement.
</FN>
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information with respect to stock options and
SARs granted to the named Executive Officers during Fiscal 1994:
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation for
Individual Grants Option/SAR Term
- ---------------------------------------------------------------------------------- --------------------------
% of Total
Options/SARS
Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (1) Fiscal Year $/Sh Date 5% (2) 10% (3)
- ---- ----------- ------------ ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Leonard G. Herring 5,000 unit 1.5 $36.75 1/31/98 $28,950 $37,500
Robert L. Strickland 5,000 unit 1.5 36.75 1/31/98 28,950 37,500
Robert L. Tillman 4,000 unit 1.2 36.75 1/31/98 23,160 30,000
10,000 shares 50.0 38.75 11/7/04 243,700 617,500
R. Michael Rouleau 4,000 unit 1.2 36.75 1/31/98 23,160 30,000
10,000 shares 50.0 38.75 11/7/04 243,700 617,500
Harry B. Underwood II 3,000 unit 0.9 36.75 1/31/98 17,370 22,500
- ------------------------
<FN>
(1) Awards denominated in Units represent stock appreciation rights (STARs) awarded as of January 31, 1995, under the
1994 Incentive Plan. With respect to each Unit, the STAR award entitles the participant to receive a cash payment based
on the appreciation in the value of one share of the Company's common stock between the Beginning Valuation and the
Final Valuation. The Beginning Valuation, $36.75, is the closing price of the Company's common stock on the date of
award. The Final Valuation will be the average closing price of the Company's common stock during January 1998. The
maximum amount payable for each STAR Unit is $7.50. Awards denominated in Shares represent incentive stock options that
were granted on November 8, 1994, under the 1994 Incentive Plan. The options were immediately exercisable with respect
to 2,500 shares; became exercisable with respect to an additional 2,500 shares on January 1, 1995, and will become
exercisable with respect to an additional 2,500 shares on January 1, 1996, and January 1, 1997.
(2) The amount payable pursuant to STAR awards under this assumption is $5.79 per Unit; the difference between the
assumed Final Valuation ($42.54) on January 31, 1998, and the Beginning Valuation ($36.75). The amount payable pursuant
to options under this assumption is the difference between the assumed fair market value ($63.12) on November 7, 2004
and the option price ($38.75).
(3) The amount payable pursuant to STAR awards under this assumption is $7.50 per Unit, the maximum amount payable
under the STAR awards. The amount payable pursuant to options under this assumption is the difference between the
assumed fair market value ($100.50) on November 7, 2004 and the option price ($38.75).
</FN>
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information on option/SAR exercises in Fiscal
1994 by the named Executive Officers and the value of such Officers'
unexercised options/SARs at January 31, 1995:
Aggregated Option/SAR Exercises and Fiscal Year-End
Option/SAR Value Table
<TABLE>
<CAPTION>
Value of Unexercised
In-the-Money Options/SARs
at FY-End ($) ($36.75 on 1/31/95)
Number of Unexercised ---------------------------------
Shared Annualized Options/SARs at FY-End Exercisable Unexercisable
Acquired on Value Value ------------------------- ----------------- -------------
Name Exercise(1) Realized($) Realized($)(2) Exercisable Unexercisable Aggregate Annualized(3)
- ---- ------------ ----------- -------------- ----------- ------------- --------- ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leonard G. Herring 10,000 Shares $290,000 $59,426 (4) 0 0 $0 $0 $0
5,000 Units 12,500 12,500 0 15,000 56,250 22,500 0
Robert L. Strickland 20,000 Shares 605,000 110,603 (5) 0 0 0 0 0
5,000 Units 12,500 12,500 0 15,000 56,250 22,500 0
Robert L. Tillman 16,000 Shares 452,000 93,776 (6) 5,000 5,000 0 0 0
4,000 Units 10,000 10,000 0 12,000 45,000 18,000 0
R. Michael Rouleau 30,000 Shares 693,750 513,889 (7) 5,000 5,000 0 0 0
4,000 Units 10,000 10,000 0 12,000 45,000 18,000 0
Harry B. Underwood II 16,000 Shares 406,000 82,816 (8) 0 0 0 0 0
3,000 Units 7,500 7,500 0 9,000 33,750 13,500 0
<FN>
(1) Awards denominated in Shares represent the number of shares of Company common stock acquired upon the exercise of
stock options. Awards denominated in Units represent the number of stock appreciation rights (STARs) for which a benefit
was paid in the last fiscal year.
(2) With respect to options exercised, the annualized value realized indicates the value accrued for each year an
option grant was held. The annualized value was determined by dividing the Value Realized by the number of years the
option was held. In accordance with a formula set forth in the option agreement, the Company applied part of the
proceeds of the option exercise price to make income tax deposits on behalf of the executives which are included in the
Summary Compensation Table.
(3) This column shows the annualized value of the unexercised in-the-money options and SARs which had not been
exercised at fiscal year end. With respect to STARs that will be settled as of January 1, 1996, the amount shown
reflects the maximum benefit per Unit of $5.00.
(4) The grant exercised by Mr. Herring was held for 4.88 years; the option price was $6.375 and the market price at
exercise was $35.375.
(5) The grant exercised by Mr. Strickland was held for 5.47 years; the option price was $6.375 and the market price at
exercise was $36.625.
(6) The grant exercised by Mr. Tillman was held for 4.82 years; the option price was $6.375 and the market price at
exercise was $34.625.
(7) The grant exercised by Mr. Rouleau was held for 1.35 years; the option price was $10.1875 and the market price at
exercise was $33.3125.
(8) The grant exercised by Mr. Underwood was held for 4.94 years; the option price was $6.375 and the market price at
exercise was $31.75.
</FN>
</TABLE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
The Company does not maintain a Long-Term Incentive Plan.
REPORT OF THE COMPENSATION COMMITTEE
This report by the Executive Compensation Committee is required by rules
of the Securities and Exchange Commission. It is not to be deemed incorporated
by reference by any general statement which incorporates by reference this
Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, and it is not to be otherwise deemed filed
under either such Act.
The Compensation Committee (the "Committee") of the Board of Directors is
comprised of five Independent Directors and is responsible for administering
the Company's Executive Compensation Program for all executives at a
compensation level set by the Company's Bylaws. In carrying out its
responsibilities, the Committee:
Articulates the Company's executive compensation philosophies and policies
to executive management, participates in compensation program development,
and has authority for approval of plans and programs except where
shareholder approval is required;
Monitors and approves on-going base salary and incentive compensation
programs for executive management, including participation, performance goals
and criteria, interpretation of provisions and determination of award payouts;
Reviews and approves base salary recommendations for Executive Officers of
the Company; and
Initiates all compensation actions for the President and Chief Executive
Officer and the Chairman of the Board, subject to final Board approval.
The Committee has retained a national consulting firm to be a source of on-
going advice to both the Committee and management, but to report to the
Committee.
Executive Compensation Principles
The Company's Executive Compensation Program has been designed to
establish a strong link between the creation of shareholder value and the
compensation earned by its senior executives. It is the intention of the
Committee that all compensation paid under the Executive Compensation Program
of the Company will be tax deductible to the Company in the year paid to the
executive. The fundamental objectives of the Program are to:
Align executive compensation with the Company's mission, values and
business strategies;
Attract, motivate, retain and reward the executives whose leadership and
performance are critical to the Company's success in enhancing shareholder
value; and
Provide compensation which is commensurate with the Company's performance
and the contributions made by executives toward this performance.
The Program is intended to provide compensation which is competitive with
comparable companies in the retailing industry (with particular emphasis on
specialty hardgoods retailers and major U.S. retailers) when the Company is
meeting its targeted financial goals. At the same time, the Program seeks to
provide above average compensation when the Company's targeted goals are
exceeded, and below average compensation when targeted performance goals are
not achieved.
The Program provides for larger portions of total compensation to vary on
the basis of Company performance for higher levels of executives (i.e., the
most senior Executive Officers have more of their total compensation at risk on
the basis of Company performance than do lower levels of executives). All
Executive Officers participate in the same direct compensation programs as the
other executives of the Company, with the only differences being the degree of
compensation risk and the overall magnitude of the potential awards.
The Committee believes that Executive Officers of the Company should be
encouraged to own significant holdings of the Company's Common Stock to align
their interests with those of the Company's shareholders. Through the
operation of the Company's Employee Stock Ownership Plan, the Employee Savings
and Investment Plan and the 1994 Incentive Plan, vehicles are provided to
enable executives to acquire Company Stock, subject to regulatory limitations.
Elements in the Executive Compensation Program
The Company's Executive Compensation Program is comprised of the following
elements:
Base Salary
Salaries for Executive Officers are established on the basis of the
qualifications and experience of the executive, the nature of the job
responsibilities and salaries for competitive positions in the retailing
industry.
Executive Officers' base salaries are reviewed annually and are approved
by the Committee. Salaries of Executive Officers are compared with those of
comparable executive positions in the retailing industry throughout the United
States. The Committee uses the median level of base salary as a guideline, in
conjunction with the executive's performance and qualifications, for
establishing salary levels.
1994 Incentive Plan
The purpose of the 1994 Incentive Plan is to attract, motivate, retain and
reward the executives whose leadership and performance are critical to the
Company's success in enhancing shareholder value, to place further emphasis on
executive ownership of Company Stock and to assure deductibility of executive
compensation.
The 1994 Incentive Plan authorizes the grant of stock options. The option
price cannot be less than the market price of the Company's Common Stock on the
date on which the option is granted. Consequently, stock options granted under
the 1994 Incentive Plan measure performance and create compensation solely on
the basis of the appreciation in the price of the Company's Common Stock.
Stock appreciation rights (STARs) also may be granted under the 1994
Incentive Plan. STARs entitle the recipient to receive a cash payment based on
the appreciation in the Company's Common Stock following the date of the award
and, accordingly, measure performance and create compensation only if the price
of the Company's Common Stock appreciates.
Company Common Stock also may be issued under stock awards pursuant to the
1994 Incentive Plan. The stock awards that have been made to date provide that
the shares are subject to forfeiture and nontransferable for seven years
following the award. Accelerated vesting is permitted if the Company achieves
certain financial objectives during the three- and five-year periods following
the award.
The Management Bonus Program is the final component of the 1994 Incentive
Plan. The Management Bonus Program provides bonus opportunities which can be
earned upon achievement by the Company of preset annual financial goals. No
bonuses are paid if performance is below the threshold level of corporate
profitability. Additional bonus amounts are earned on a proportionate scale up
to 100% of the stated bonus opportunity if the preset financial goals are met.
Maximum bonuses were paid for the fiscal years ended January 31, 1993, January
31, 1994, and January 31, 1995, because the Company's financial results
exceeded the preset performance goals.
Benefit Restoration Plan
The Benefit Restoration Plan was adopted by the Company in May 1990, to
provide qualifying executives with benefits equivalent to those received by all
other employees under the Company's basic qualified employee benefit plans.
Qualifying executives are those executives whose annual additions and other
benefits, as normally provided to all participants under those qualified plans,
would be curtailed by the effect of Internal Revenue Code restrictions, and who
are selected by the Committee to participate in the Plan. The Benefit
Restoration Plan benefits are determined annually. Participating executives
may elect annually to defer benefits or to receive a current cash payment.
Other Compensation
The Company's Executive Officers participate in the various qualified and
non-qualified employee benefit plans sponsored by the Company. The Company
makes only nominal use of perquisites in compensating its Executive Officers.
The CEO's Compensation in the Fiscal Year Ended January 31, 1995
Effective February 1, 1995, the Committee increased Mr. Herring's annual
base salary from $575,000 to $625,000. This increase of 8.7% was the first
salary increase received by Mr. Herring since August 1, 1993. The Committee
based its decision on the combination of the progress made by the Company in
establishing and implementing its new retailing strategies, the operating
performance of the Company, Mr. Herring's leadership and the assessment that
his prior base salary was below market in comparison to those of other Chief
Executive Officers of similarly situated companies.
The Committee authorized payment to Mr. Herring of an annual bonus of
$402,500 under the 1994 Management Bonus Program. The Committee determined Mr.
Herring's bonus solely on the basis of the Company's earnings performance
versus the goals for such performance which the Committee established at the
beginning of the year. Inasmuch as the Company's performance for the year
exceeded the preset goals, Mr. Herring earned his maximum award opportunity.
Mr. Herring was granted a Stock Appreciation Rights (STAR) award of 5,000
units with a Beginning Valuation of $36.75 per unit. The award has a three-
year term and maximum appreciation has been set at $7.50 per unit. The
Committee also approved the grant to Mr. Herring of 12,500 shares of
Performance Accelerated Restricted Stock as of January 31, 1995, which will
vest after seven years, but provide for accelerated vesting if certain
performance measures are met after three years and/or five years. Mr. Herring
earned a Benefit Restoration Plan payment of $187,306 for the fiscal year ended
January 31, 1995.
The Committee believes that the payments described herein were necessary
to maintain the competitiveness of Mr. Herring's compensation package in
comparison to those of other Chief Executive Officers of similarly situated
companies.
* * *
The Committee believes that the Company's Executive Compensation Program
has been strongly linked to the Company's performance and the enhancement of
shareholder value. The Committee intends to continually evaluate the Company's
compensation philosophies and plans to
ensure that they are appropriately configured to align the interests of
executives and shareholders and to ensure that the Company can attract,
motivate and retain talented management personnel.
Robert G. Schwartz, Chairman
William A. Andres
John M. Belk
Gordon E. Cadwgan
Russell B. Long
April 25, 1995
PERFORMANCE GRAPH
The following graph compares the total returns (assuming reinvestment of
dividends) of the Company's Common Stock, the S&P 500 Index and the S&P Retail
Index. The graph assumes $100 invested on January 31, 1990, in the Company's
Common Stock and each of the indices.
Comparison of Five Year Cumulative Return Among
Lowe's Companies, Inc., S & P 500 Index and
S & P Retail Index
<TABLE>
<CAPTION>
Jan. '90 Jan. '91 Jan. '92 Jan. '93 Jan. '94 Jan. '95
<S> <C> <C> <C> <C> <C>
LOWE'S 100 95.46 156.09 213.13 474.30 574.21
S&P 500 100 108.32 132.65 146.34 164.69 164.98
S&P RETAIL INDEX 100 114.91 155.16 203.97 199.33 197.72
</TABLE>
Note: All data as of January 31.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Banking and Financial Transactions. During Fiscal 1994, the Company paid
all outstanding indebtedness of $17,108,411 to First Union National Bank, a
subsidiary of First Union Corporation, for maturities due. The Company also
paid all outstanding indebtedness of $2,395,834 for various Industrial
Development Boards for which First Union National Bank acted as a collecting
agent. Original maturities ranging from 1994 through 2000 were all paid off
within the fiscal year. The Company had a line of credit agreement with First
Union National Bank which provided for short-term unsecured borrowings of up to
$30 million. This agreement was terminated effective August 1, 1994. At
January 31, 1995, there were no unsecured borrowings being held, nor any
amounts outstanding under this credit arrangement. The applicable interest
rate for this credit arrangement was the lesser of the Bank's certificate of
deposit rate plus 50 basis points, the Bank's prime rate, the LIBOR rate plus
37.5 basis points, or a rate negotiated with the Bank. Under this arrangement,
the Company paid an annual fee of 10 basis points on the $30 million line of
credit. The Company also has an arrangement with First Union National Bank for
a $35 million line of credit for the purpose of issuing letters of credit and
bankers acceptances as well as an arrangement for a $6.8 million line of credit
for letters of credit issued on a standby basis. Other than a commission fee
on letters of credit issued under these arrangements, there are no fees charged
for maintaining these lines of credit. In addition, First Union National Bank
extended a $15 million line of credit to a nonaffiliated entity that purchased,
on an on-going basis through August 31, 1994, an undivided interest in Company
accounts receivable which were generated in the normal course of business.
Leonard G. Herring, President and a Director of the Company, is a member of the
Board of Directors of First Union Corporation.
Other Transactions. The Company extended a $180,000 "bridge" loan to J.
Gregory Dodge, Senior Vice President - Real Estate/Engineering and
Construction, to assist Mr. Dodge in acquiring his principal residence in
Wilkes County, N. C. The terms of the loan were negotiated at the time Mr.
Dodge was hired as an Executive Officer. The loan is due in 1996, bears
interest at the annual rate of 5%, and is secured by a second mortgage on Mr.
Dodge's residence.
Except as discussed above and under "Compensation of Directors - Standard
Arrangements", to the knowledge of management, no Director, Officer, or
associate of any Director or Officer had any material interest, direct or
indirect, in any material transaction during the year ended January 31, 1995,
nor in any proposed transaction in which the Company was or will be a party.
The Company believes the terms of the transactions described above are
comparable to terms available for similar transactions with entities
unaffiliated with its Directors and Officers.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee of the Board, the Board of
Directors has appointed, subject to ratification by shareholders, Deloitte &
Touche as the firm of independent certified public accountants to audit the
financial statements of the Company and its subsidiaries for the fiscal year
ending January 31, 1996. Deloitte & Touche has served as independent auditors
for the Company since 1982.
While the Board of Directors is not required to seek shareholder
ratification of the Board's appointment of the Company's independent certified
public accountants, it has been Board policy for many years to do so.
Representatives of Deloitte & Touche have been invited to and are expected
to attend the Annual Meeting with the opportunity to make statements if they so
desire and to be available to respond to appropriate questions from
shareholders.
The Board of Directors recommends a vote FOR approval of the appointment
of Deloitte & Touche as the Company's independent certified public accountants.
SHAREHOLDER PROPOSAL
The following proposal was submitted by a shareholder whose name, address
and the number of shares owned will be furnished orally or in writing as
requested, promptly upon receipt of any oral or written request therefor:
BE IT RESOLVED: That the shareholders of Lowe's ("Company") urge that the
Board of Directors take the necessary steps, in compliance with North Carolina
state law, to declassify the Board of Directors for the purpose of Director
elections. The Board declassification shall be done in a manner that does not
affect the unexpired terms of Directors previously elected.
Supporting Statement of Proponent
The election of corporate Directors is the primary avenue in the American
corporate affairs and exert accountability on management. We strongly believe
that our Company's financial performance is closely linked to its corporate
governance policies and procedures, and the level of management accountability
they impose. Therefore, as shareholders concerned about the value of our
investment, we are very disturbed by our Company's current system of electing
only one-third of the Board of Directors each year. We believe this staggering
of Director terms prevents shareholders from annually registering their views
on the performance of the Board collectively and each Director individually.
Concerns that the annual election of all Directors would leave our Company
without experienced Board Members in the event that all incumbents are voted
out is unfounded. If the owners should choose to replace the entire Board, it
would be obvious that the incumbent Directors' contributions were not valued.
Most alarming is that the staggered Board can help insulate Directors and
Senior Executives from the consequences of poor performance by denying
shareholders the opportunity to replace an entire Board which is pursuing
failed policies. Regardless of whether you believe the current Board and
management team is performing satisfactorily or not, we believe it is clearly
in the best interest of the Company and its shareholders that a process be in
place that allows shareholders to take definitive action if they believe the
Board is failing to realize the full potential of the Company's assets. Until
Lowe's Board of Directors decided to stagger Board terms, that process was the
annual election of all Directors.
Lowe's performance has a tangible, monetary impact on the wealth of its
shareholders. We believe this Company's continued performance is a compelling
reason to reconsider the wisdom of a staggered Board. We believe that allowing
shareholders to annually register their views on the performance of the Board
collectively and each Director individually is one of the best methods to
insure that our Company will be managed in the best interests of the
shareholders.
Board of Directors Statement in Opposition to Shareholder Proposal
The Company's Board of Directors unanimously recommends that shareholders
vote AGAINST this proposal.
At the 1986 Annual Meeting, shareholders voted to amend Article 9 of the
Charter to provide for a Board of Directors divided into three classes, serving
staggered three-year terms. The Board stated in the 1986 Proxy Statement its
belief that the amendment would promote continuity of Director service and
discourage accumulation of Lowe's stock by third parties attempting to acquire
partial control of the Company and thereby promote hasty corporate action for
the purpose of realizing a quick profit. The proposal for a classified Board
was approved by 75.3% of the votes cast at the meeting, which represented 66.4%
of outstanding shares.
The Board continues to believe that a classified Board helps assure that a
majority of the members of the Board at any given time will have prior
experience as Directors of the Company and that a classified Board remains in
the best interests of the shareholders. In addition to continuity of service
of all Directors, a classified Board assures continuity of service of key
committee chairmen and members. Of the Board's current ten members, six are
independent Directors who are not (and have never been) employees of the
Company.
The proposing shareholder says it believes Lowe's financial performance is
closely linked to corporate governance, policies and procedures and the level
of management accountability. The shareholder says it is "very disturbed" by
Lowe's system of electing the Board of Directors. The performance of Lowe's
stock, as reflected in the Performance Graph presented in this Proxy Statement,
contradicts the proposing shareholder's concerns about the effect of a
classified Board on shareholder value. In the past five years (during all of
which the classified Board has been in place), Lowe's stock has outperformed
both the S&P Retail Index and the S&P 500.
Under North Carolina law, a change in Lowe's Charter must first be
approved by the Board of Directors and then submitted to shareholders for a
vote. The Board of Directors has not approved the requested action and is
opposed to an amendment. A vote in favor of the shareholder proposal is an
advisory recommendation to the Board of Directors that the Board recommend to
shareholders amendment of Article 9 to eliminate the classified Board. Article
9 may not be altered or repealed except by the affirmative vote of 70% of
shares entitled to vote, and this "super majority" vote would be required to
amend Article 9 to eliminate the classified Board. The shareholder proposal
itself, however, requires for its adoption only an affirmative vote of a
majority of the votes cast at the Annual Meeting. Abstentions and Broker
Shares voted as to any matter at the meeting will be included in determining
the number of votes present or represented at the meeting with respect to
determining the vote on the proposal. Broker Shares that are not voted on any
matter at the meeting will not be included in determining the number of shares
present or represented at the meeting with respect to determining the vote on
the proposal.
The Board of Directors believes that a classified Board serves the
Company's and shareholders' interests and has unanimously voted to recommend
that shareholders vote
AGAINST the shareholder proposal.
GENERAL
The cost of solicitations of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally, by
telephone, by telegraph or by certain employees of the Company. The Company
may reimburse brokers or other persons holding stock in their names or in the
names of nominees for their expense in sending proxy materials to principals
and obtaining their proxies. The Company has engaged the proxy soliciting firm
of
D. F. King & Co., Inc. to solicit proxies for the Annual Meeting at an
anticipated cost of $7,000 (plus handling fees).
The shares represented by a proxy will be voted as directed unless the
proxy is revoked. Any proxy may be revoked before it is exercised by filing
with the Secretary of the Company an instrument revoking the proxy or a proxy
bearing a later date. A proxy is revoked if the person who executed the proxy
is present at the meeting and elects to vote in person.
Where a choice is specified with respect to any matter to come before the
meeting, the shares represented by the proxy will be voted in accordance with
such specifications.
Where a choice is not so specified, the shares represented by the proxy
will be voted FOR Proposals 1 and 2 and AGAINST Proposal 3 as set forth in the
Notice of Annual Meeting, Proxy Statement and Proxy Card.
Management is not aware that any matters other than those specified herein
will be presented for action at the meeting, but if any other matters do
properly come before the meeting, the persons named as Proxies will vote upon
such matters in accordance with their best judgment.
In the election of Directors, a specification to withhold authority to
vote for the slate of management nominees will not constitute an authorization
to vote for any other nominee.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1996 Annual
Meeting must be received by the Board of Directors for consideration for
inclusion in the Proxy Statement and form of proxy relating to that meeting on
or before December 26, 1995.
ANNUAL REPORT
The Annual Report to shareholders accompanies this Proxy Statement. The
Company's report to the Securities and Exchange Commission on Form 10-K for the
fiscal year ended January 31, 1995, is available from the Company at its
corporate office address furnished in the Notice of Annual Meeting of
Shareholders.
North Wilkesboro, North Carolina
April 25, 1995
<TABLE>
<CAPTION>
LOWE'S COMPANIES, INC.
P. O. Box 1111, North Wilkesboro, NC 28656
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Diane P. Eldridge and R. Norman Robbins as Proxies, each with the power to
appoint his/her substitute, and hereby authorizes them to represent and to vote, as designated below, all the
shares of Common Stock of Lowe's Companies, Inc. held of record by the undersigned on April 7, 1995, at the
Annual Meeting of Shareholders to be held on May 26, 1995, or any adjournment thereof. The Board of
Directors recommends a vote FOR Proposals 1 and 2 and AGAINST Proposal 3.
1. ELECTION OF CLASS III DIRECTORS Note: Make marks in one section ONLY--Voting in Section A will take
precedence over any votes in Section B.
SECTION A -- to vote for all Class III Director Nominees as a group, mark in this section
FOR all nominees listed below WITHHOLD AUTHORITY for all nominees listed below
- -------------------------------------------------------------------------------------------------------------
SECTION B -- to vote for Class III Director Nominees individually, mark in this section
FOR WITHHOLD AUTHORITY Gordon E. Cadwgan FOR WITHHOLD AUTHORITY Russell B. Long
FOR WITHHOLD AUTHORITY Petro Kulynych FOR WITHHOLD AUTHORITY Robert L. Tillman
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE as the independent certified public accountants
of the Company for the fiscal year ending January 31, 1996
FOR AGAINST ABSTAIN
(continued and to be signed on reverse side)
3. SHAREHOLDER PROPOSAL TO URGE THE BOARD OF DIRECTORS TO DECLASSIFY THE BOARD OF DIRECTORS for the
purpose of Director elections
FOR AGAINST ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come
before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted FOR Proposals 1 and 2 and AGAINST Proposal 3.
Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
<S> <C>
DATED ______________________________________, 1995
__________________________________________________
Signature
__________________________________________________
Signature if held jointly
Please mark, sign, date and return the Proxy Card
promptly using the enclosed envelope.
</TABLE>
