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Home Depot Changes Bylaws on CEO Compensation

Home Depot said Monday its board will require that two-thirds of its independent directors approve any compensation granted to the company's chief executive.

The decision, which was actually made Jan. 4 but not announced until Monday in a regulatory filing, follows an uproar over former Chief Executive Bob Nardelli's hefty pay. Previously, only a majority of independent directors were needed to approve the CEO's compensation.

Some shareholders have been pushing Home Depot to allow them a say in CEO compensation matters.

Nardelli resigned last week after six years at the helm of the Atlanta-based company. Home Depot, the world's largest home improvement store chain, said Nardelli's departure was mutually agreed to by him and the company. The company also said at the time that Nardelli would walk away with a $210 million severance package.

The company also made an internal announcement about more changes to the duties of its senior executives, Home Depot spokesman Jerry Shields said.

In a memo to employees, Nardelli's replacement, Frank Blake, elaborated on the duties of senior executives Carol Tome and Joe DeAngelo. Blake also said that Home Depot's five division presidents will continue to report directly to him.

In his new role as chief operating officer and executive vice president, DeAngelo will continue leading Home Depot Supply and assume expanded responsibilities for the company's retail business, Blake said.

He also will provide enterprise leadership for the company's pricing strategy, logistics and inventory management.

Tome, Home Depot's chief financial officer, has also been named executive vice president of corporate services. Along with her responsibilities as CFO, Tome also will now assume leadership of executives who handle real estate, construction, growth initiatives, financial services and strategic business development, Blake said.

Blake also said that Harvey Seegers, president of Home Depot Direct, and John Campi, senior vice president of global sourcing and vendor management, have announced their plans to leave the company to pursue other opportunities.

In the interim, Steve Skinner will lead Home Depot Direct and Brian Robbins will lead Global Sourcing and Vendor Management.

"Obviously, this has been a week marked by significant change," Blake told employees. "Please be assured that our leadership team will continue to do everything possible to guide our business, associates and customers through this transition as smoothly as possible."

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