Best Buy 2010 Annual Report Download - page 16

All candidates are evaluated based on the qualification policies, principal officers and internal auditors, and our
standards discussed above and the current needs of the independent registered public accounting firm. The
Board. orientation also addresses Board procedures, directors’
responsibilities, our Corporate Governance Principles,
Shareholder nominations must be accompanied by a and our Board committee charters.
candidate resume which addresses the extent to which
the nominee meets the director qualification standards We also offer continuing education programs to assist
and any additional search criteria posted on our Web our directors in maintaining their expertise in these
site. Nominations will be considered only if we are then areas. In addition, our directors have the opportunity to
seeking to fill an open director position. All nominations attend commercial director education seminars related
by shareholders should be submitted as follows: to their committee assignment(s) or to the work of the
Board. In fiscal 2010, we conducted an orientation for
Chairman, Nominating, Corporate Governance two new members of the Board. We also conducted one
and Public Policy Committee half-day continuing education session for the Board,
c/o Mr. Joseph M. Joyce facilitated by the National Association of Corporate
Senior Vice President, General Counsel and Directors.
Assistant Secretary
Best Buy Co., Inc. Voting Information
7601 Penn Avenue South
Richfield, Minnesota 55423 You may vote for all, some or none of the nominees for
election to the Board. However, you may not vote for
Board Diversity more individuals than the number nominated. Each of
the nominees has agreed to continue serving as a
Our Corporate Governance Principles specify that director if elected. However, if any nominee becomes
diversity on the Board be considered by the Nominating unwilling or unable to serve and the Board elects to fill
Committee in the director identification and nomination the vacancy, the Proxy Agents named in the proxy will
process. When considering candidates, the Nominating vote for an alternative person nominated by the Board.
Committee seeks nominees with a broad range of Our Amended and Restated Articles of Incorporation
experience from a variety of industries and professional prohibit cumulative voting, which means you can vote
disciplines, such as finance, academia, law and only once for any nominee. The affirmative vote of a
government, along with a diversity of gender, ethnicity, majority of the voting power of the shares present and
age and geographic location. The Nominating entitled to vote at the Meeting is required to elect each
Committee does not assign specific weights to particular director nominee.
criteria and no particular criterion is necessarily applied
to all prospective nominees. The Board believes that PROXY CARDS THAT ARE PROPERLY SIGNED AND
diversity in the backgrounds and qualifications of the full RETURNED WILL BE VOTED FOR THE ELECTION OF ALL
Board should provide a significant mix of experience, OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.
knowledge and abilities that will allow the Board to
fulfill its responsibilities. Board Voting Recommendation
Management and the Board recommend that
Director Orientation and Continuing Education shareholders vote FOR the re-election of Lisa M.
Our Nominating Committee oversees the orientation Caputo, Brian J. Dunn, Kathy J. Higgins Victor,
and continuing education of our directors. Director Rogelio M. Rebolledo, and G´ erard R. Vittecoq as
orientation familiarizes directors with our strategic plans, Class 1 directors. If elected, each Class 1 director will
significant financial, accounting and risk management hold office until the election of directors at our 2012
issues, compliance programs and other controls, Regular Meeting of Shareholders and until his or her
16