DXP Enterprises (DXPE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 13, 2025, at company headquarters in Houston, Texas, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Record sales of $1.8 billion and net income of $70.4 million achieved in fiscal year 2024, with a 6% sales increase and 10% adjusted EBITDA growth over 2023.

• Seven acquisitions completed in 2024, investing $156.6 million, and $28.8 million returned to shareholders via share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, an advisory say-on-pay resolution for executive compensation, and ratification of PricewaterhouseCoopers LLP as the independent auditor for 2025.

• Holders of Common Stock, Series A, and Series B Preferred Stock as of April 21, 2025, are eligible to vote, with each class having specific voting rights.

• Shareholder proposals for the 2026 meeting must be submitted by January 9, 2026.

Board of directors and corporate governance

• Board consists of six nominees, with four independent directors and two insiders; all directors are elected annually.

• Board diversity includes 17% women and 17% ethnically diverse members.

• All board committees (Audit, Compensation, Nominating & Governance, IT & Cybersecurity) are composed solely of independent directors.

• Board regularly engages with shareholders on governance, compensation, ESG, and strategy.

• Majority voting standard in uncontested director elections; directors not elected by majority must submit resignations for board consideration.