Ferguson Enterprises (FERG) Proxy filing summary

Executive summary

• Achieved Fortune 500 debut at #146, reflecting strong market position in North American construction distribution.

• Fiscal 2025 net sales reached $30.8B, up 3.8%, with adjusted EPS of $9.94 and $1.9B in operating cash flow.

• Board approved a change in fiscal year end to December 31, aligning with the calendar year starting January 1, 2026.

• Returned $12B+ to shareholders over the past decade through dividends and share repurchases.

• Invested $0.3B in capital expenditures and $0.3B in nine acquisitions during fiscal 2025.

Voting matters and shareholder proposals

• Shareholders to vote on election of 11 director nominees for one-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for the August–December 2025 transition period.

• Advisory vote on executive compensation (say-on-pay) for fiscal 2025.

• Shareholders owning at least 10% of voting power can request special meetings.

Board of directors and corporate governance

• Board comprises 11 nominees, 82% independent, with an average tenure of 4.7 years and 36% female representation.

• Six new independent directors joined in the past five years, emphasizing refreshment.

• Board committees (Audit, Compensation, Nominations & Governance) are fully independent.

• Annual board and committee evaluations, with third-party review every three years.

• Board diversity policy aims for appointments reflecting workforce and community diversity.