Fastenal (FAST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2025, with tours of company facilities offered to shareholders after the meeting.

• Proxy materials are available online, with voting instructions provided for both registered and street name shareholders.

• Key proposals include election of 11 directors, ratification of PwC as auditor, and an advisory vote on executive compensation.

• Forward-looking statements are included, with risks referenced from the annual report.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, ratification of PwC as auditor for 2025, and a non-binding advisory vote on executive compensation.

• Majority voting standard applies for director elections; advisory vote on pay is not binding but will be considered by the board.

• Shareholder proposals for the 2026 meeting must be received by November 14, 2025, for inclusion in the proxy statement.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate directors.

Board of directors and corporate governance

• Board consists of 11 members, with nine classified as independent under Nasdaq standards.

• Board chair and CEO roles are separated; chair is independent.

• Three standing committees: audit, compensation, and nominating/corporate governance, all composed of independent directors.

• Annual board and committee self-evaluations are conducted.

• Board diversity in skills and backgrounds is emphasized, with an age limit of 72 for new nominees (waivable).