Fastenal (FAST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and new equity plans.

• Shareholders can vote by internet, phone, or mail, with detailed instructions provided.

• Board recommends voting FOR all management proposals except the shareholder EEO-1 disclosure proposal, for which it makes no recommendation.

Voting matters and shareholder proposals

• Proposals include election of 11 directors, ratification of PwC as auditor, advisory say-on-pay, approval of Employee and Director RSU Plans, and a shareholder EEO-1 disclosure proposal.

• Board supports all management proposals and is neutral on the EEO-1 disclosure proposal.

• Shareholder EEO-1 proposal seeks annual public disclosure of workforce diversity data; board cites existing disclosures and ongoing evaluation.

Board of directors and corporate governance

• Board consists of 11 members, with nine independent directors and an independent chair.

• CEO transition planned for July 2026, with Jeffery M. Watts to succeed Daniel L. Florness.

• Board committees (audit, compensation, nominating/governance) are composed entirely of independent directors.

• Annual board and committee self-evaluations are conducted.

• Stock ownership guidelines apply to directors and executives.