From: DR. SYDNEY KAY [mailto:dr.s.kay@sbcglobal.net]
Sent: Monday, May 31, 2004 6:37 PM
To: GlassmanC@sec.gov
Subject: Shareholders nominate Directors


                                                    
Sydney K. Kay, Ph.D.
5718 Harvest Hill	Dallas, TX 75230-1253
	972  458-2545
	e-mail: dr.s.kay@sbcglobal.net


	Im a Home Depot shareholder and attended its Annual
Meeting in Dallas on Thursday, May 27th at the Westin
Galleria. On sign-in, I was given an Agenda and a
Procedures for the Conduct of the Meeting, which was
to begin at 10:00 and end at 11. The proponent of a
stockholder proposal was limited to a reading of the
proposal or a 3-MINUTE comment. A shareholder speaking
pro or con was limited to 1 MINUTE!  Giving our names
and where we were from, gave us 50 SECONDS to address
the Proposals!  Both were totally unreasonable,
especially in light of Mr. Nardellis opening remarks
in which he ...was here to be accessible to
shareholders.

	At my first opportunity to speak, Item 1, Election of
Directors, I prefaced my remarks by saying,  Im Dr.
Sydney Kay, a retired educator.  Get rid of timer, Mr.
Nardelli.  Its insulting. Its degrading.  Its the
arrogant symbol of the absolute power of an Imperial
Chairman/CEO.  It doesnt belong at Annual Meetings. 
We are not employees, were shareholders. 
Collectively, we own Home Depot and you are a salaried
employee....or have you forgotten?  In a sense, we are
your bosses.  Your Board of puppet, flunky,
rubber-stamping Directors is as responsible for the
timer as you are. They allow it. This is the only time
when shareholders can speak of our concerns directly
to you and your Board.  Treat us with respect.  We
want to be heard.  We expect to be heard.  We deserve
to be heard.  You and your Board should want to listen
to us.  So, get rid of the timer, Mr. Nardelli.
Listening to us is more important than adjourning by
11:00 so you can get your puppet Board of Directors to
lunch on time.

	Before I had finished, two burly men behind me, one
wearing a Home Depot apron and the other a dark
business suit, told me my ONE MINUTE was over and I
needed to sit down. I believe I was the ONLY
shareholder to speak to Item 1...and I still
hadnt....so I spoke to it, I think that Mr.
Nardelli, as a salaried employee, should not be
elected to the Board. Employees on the Board corrupt
what is supposed to be a totally independent executive
governance Board.

	I spoke, again, on Item 5: Restricted and Deferred
Stoak Awards, and said, I dont think anyone in this
room has ever heard of Sir Dalberg, but Ill bet all
of you know the one sentence he is known for, Power
tends to corrupt, and absolute power corrupts
absolutely.  John Kenneth Galbraith, the renown
economist, said  Senior executives in the great
corporations of this country set their own
salaries.......and stock options....with the approval
of the Board of Directors  they have appointed.  Not
surprisingly, the Directors go along.  Mr. Nardelli,
Chairman, CEO and President of Home Depot, has
virtually absolute power, and, with the Directors he
has probably appointed and reappointed, he can give
himself whatever he wants.  I call such Directors
puppets.  Richard Cohen, of The Washington Post,
calls them flunkies.  Steve Hamm, of BusinessWeek,
calls them rubber stampers.  Arthur Levitt, former
Chairman of the SEC calls them absolute lambs.  With
that power, over the past four years, Mr. Nardelli has
given himself Restricted Stock Awards worth $58
million.  That is OUTRAGEOUS.  It is not based on any
qualitative data.  It is based SOLELY on GLUTTONY.  On
INSATIABLE GREED.  Over the past four years he has
given himself 5,815,000 stock option shares.  Close to
6 MILLION stock option shares!  At $30 a share, they
are worth more than $174 million.  Stock options, too,
are based SOLELY on INSATIABLE GREED.  Over the past
four years his total compensation package comes to
almost $270 million!  Over a quarter of a BILLION
DOLLARS.  Its OUTRAGEOUS! Thats LEGAL FINANCIAL
RAPE.  LEGAL FINANCIAL THIEVERY.  And who pays for
it?  We shareholders do through dividends we will
never get.  Whats the solution?  Restricted and
Deferred stock awards must be abolished.  They serve
no purpose other than to make rich men much, much
richer, at the expense of the shareholders who get
robbed of their dividends.

	(I think I was talking into a dead microphone more
than half the time.)

	After the formal business was concluded, about 11:30,
shareholders were permitted to ask one question,
which must be asked within one minute , and
statements are not allowed. 

	I said , I think you are a Legal Financial Thief. 
I think that, over the past four years, with the
approval of your puppet, flunky, rubber stamping Board
of Directors, youve legally stolen $95 million in
exorbitant, excessive salaries, bonuses, other
compensation and Restricted Stock Awards.  In the
same 4 years, you gave yourself almost 6 MILLION 
stock option shares,  which, at $30 a share are valued
at almost 175  MILLION DOLLARS.  Your TOTAL 4-year
compensation was around $270 MILLION. 270 MILLION
DOLLARS IN JUST THE PAST 4 YEARS!

	(At this time one of the two burly Home Depot men
behind me said that I was not to make a statement;
that I had to ask a question.) 

	So I said,The two men behind me said that I must ask
a question, so my question is, If $270 million in
just the past 4 years isnt GLUTTONY, what is it? If
$270 million in just the past four years isnt
INSATIABLE GREED, what is it?   If $270 million in
just the past four years isnt Legal Financial
Thievery, what is it?  I didnt get an answer.

	THE PROBLEM AND THE SOLUTION

	Almost all the major corporations of this country are
run by  Chairmen/CEOs  with  the power to appoint and
reappoint their own slate of puppet, flunky, rubber
stamping Directors year after year after year. Their
appointees are their peers: current or retired
Chairmen/CEOs/Presidents who have or had their own
Boards of puppet, flunky, rubber stamping Directors.
They feel NO fiduciary responsibility to the
shareholders they supposedly represent. How can they,
when the only shares they probably own are those given
to them as part of their compensation as Directors?

	Take the Home Depot Board: 6 of the 10 Directors own
10,000 to 40,000 shares for a combined total of
144,000 shares. Thats not enough for a game of
Monopoly let alone feel a fiduciary responsibility to
hundreds of thousands of shareholders  many of whom
may own more shares than they do. Of the other four,
two of them have been appointed and reappointed to the
Board for 26 YEARS and own a combined total of about
6,645,000 shares as the sole Director or Chairman of
their own private management, investment companies. Of
the last two, Mr. Nardelli has been with Home Depot 4
years during which he has probably given himself
around 3,500,000 shares, with the approval of his
puppet, flunky, rubber stamping Board. Last, Mr.
Langone undoubtedly acquired his 17,500,000 shares as
a co-founder of Home Depot.

	On the other hand, if shareholders wish to nominate a
Director, they must find a person holding or
controlling at least 5% of the companys outstanding
shares....almost 113,000,000 shares! 
Doesnt that seem a bit lopsided?  A Chairman/CEO has
the power to nominate a Director who may own a few
hundred, or a few thousand, shares or none at all!  A
shareholder needs to find a person holding or
controlling at least 113 MILLION shares! 

	                                            
SOMETHING  IS  VERY  WRONG  HERE!                     
                                         


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