Ferguson Enterprises (FERG) Proxy filing summary

Executive summary

• Delivered strong performance in the five-month transition period ending December 31, 2025, with net sales of $12.8B, up 4.5% from the prior year period, and adjusted operating profit of $1.15B, up $170M.

• Transitioned fiscal year end to December 31, aligning with the calendar year and U.S. headquarters.

• Returned $1.6B to shareholders over the past calendar year through dividends and share repurchases.

• Maintained a balanced market exposure across residential, non-residential, new construction, and RMI segments.

• Continued focus on organic growth, market consolidation via acquisitions, and capital returns.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of 11 director nominees for one-year terms, (2) ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026, and (3) advisory approval of executive compensation for the five-month transition period.

• All directors are elected annually; majority voting applies in uncontested elections.

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

Board of directors and corporate governance

• Board comprises 11 members, 82% independent, with an average tenure of 5.3 years and 36% female representation.

• Board Chair is independent; annual evaluations and third-party reviews conducted.

• Committees: Audit, Compensation, and Nominations & Governance, all composed solely of independent directors.

• Board diversity policy in place; director selection emphasizes skills, experience, and diversity.

• Ongoing director education and onboarding; annual review of independence.