Ferguson Enterprises (FERG) Proxy filing summary

Executive summary

• Completed transition to a U.S. parent company, aligning governance and operations with North American focus and shareholder interests.

• Fiscal 2024 net sales were $29.6B, with operating profit of $2.65B and adjusted EPS of $9.69, reflecting resilience in challenging markets.

• Over $11B returned to shareholders via dividends and share repurchases over the past decade; $0.8B in dividends and $0.6B in share repurchases in fiscal 2024.

• Board declared annual dividends of $3.16 per share, a 5% increase over the prior year.

• Strategic priorities include organic growth, market consolidation through acquisitions, and continued capital returns.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 11 directors for one-year terms, ratification of Deloitte & Touche LLP as auditor for fiscal 2025, advisory approval of 2024 executive compensation (say-on-pay), and advisory vote on frequency of future say-on-pay votes (Board recommends annual).

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and FOR annual say-on-pay votes.

Board of directors and corporate governance

• Board consists of 11 nominees, 82% independent, 36% female, 18% racially/ethnically diverse, and 9% LGBTQ+; 73% are current or former CEOs/CFOs.

• Board leadership is separated from CEO; annual evaluations and refreshment focus on diversity and optimal skills mix.

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

• Board diversity targets: at least 30% female and at least one minority ethnic member; currently 38% female and two minority ethnic members.