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BEST BUY CO INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 11, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On June 10, 2014, Best Buy Co., Inc. ("Best Buy" or the "registrant") held its 2014 Regular Meeting of Shareholders (the "Regular Meeting"), at which shareholders approved the adoption of the Best Buy Co., Inc. 2014 Omnibus Incentive Plan (the "2014 Plan"). Upon adoption, the 2014 Plan replaced the Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan which was scheduled to expire on June 23, 2014.

The purpose of the 2014 Plan is to promote the interests of Best Buy and our shareholders by aiding us in attracting and retaining employees, officers, consultants, advisors and directors who we expect will contribute to our growth and financial performance for the benefit of our shareholders. The 2014 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards of cash, stock or property, dividend equivalents, and other stock based awards to eligible employees, officers, consultants and directors that provide services to Best Buy. The 2014 Plan is administered by the Compensation Committee of the Board of Directors.

The forgoing summary is qualified in its entirety by the full text of the 2014 Plan, which is attached as Appendix A to the registrant's definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2014, and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2014, Best Buy held its Regular Meeting. At the close of business on April 14, 2014, the record date for the determination of shareholders to vote at the Regular Meeting of Shareholders, there were 348,421,255 shares of common stock of the registrant issued and outstanding. The holders of 317,118,470 shares of common stock were represented either in person or by proxy at the meeting, constituting a quorum.

The final results of the votes of the shareholders of the registrant are set forth below:

1. Election of Directors. The following individuals were elected as directors

for a term of one year, based upon the following votes:

Director Nominee For Against Abstain Broker Non-Vote Lisa M. Caputo 286,008,987 4,421,687 550,412 26,137,384 Russell P. Fradin 286,689,913 3,707,669 583,504 26,137,384 Kathy J. Higgins-Victor 283,838,516 6,583,282 559,288 26,137,384 Hubert Joly 286,877,696 3,416,786 686,604 26,137,384 David W. Kenny 287,259,517 3,142,619 578,950 26,137,384 Thomas L. Millner 287,281,345 3,121,074 578,667 26,137,384 GÉrard R. Vittecoq 286,129,735 4,241,964 609,387 26,137,384 2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the registrant's independent registered public accounting firm for the fiscal year ending January 31, 2015, was ratified based upon the following votes: For Against Abstain 314,570,297 1,792,123 756,050 3. Advisory Vote on Executive Compensation. The proposal relating to the non-binding advisory vote to approve the executive compensation of the registrant was approved by shareholders based upon the following votes:



For Against Abstain Broker Non-Vote 284,873,707 4,294,450 1,812,929 26,137,384

4. Approval of our 2014 Omnibus Incentive Plan. The 2014 Plan was approved based upon the following votes: For Against Abstain Broker Non-Vote 278,660,256 11,664,859 655,971 26,137,384 2



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For additional information regarding the registrant, see the registrant's Annual Report on Form 10-K for the fiscal year ended February 1, 2014 and Proxy Statement dated April 29, 2014. Best Buy's Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the registrant.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description of Exhibit 10.1 Best Buy Co., Inc. 2014 Omnibus Incentive Plan (incorporated herein by reference to the Definitive Proxy Statement filed by Best Buy Co., Inc. on April 29, 2014). 3



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