UFP Industries (UFPI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2025, to elect two directors, ratify Deloitte & Touche LLP as auditor, and hold a say-on-pay vote for executive compensation.

• Shareholders of record as of February 28, 2025, are eligible to vote via internet, phone, mail, or in person.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing two directors for three-year terms, ratifying Deloitte as auditor for fiscal 2025, and approving executive compensation on an advisory basis.

• Majority vote standard applies for director elections; advisory say-on-pay vote is non-binding but considered by the board.

• Shareholder proposals for the 2026 meeting must be submitted by November 12, 2025.

Board of directors and corporate governance

• Board will reduce to eight members after the meeting; nominees are Joan A. Budden and William D. Schwartz, Jr.

• Board committees include Audit, Personnel and Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Annual board and director assessments are conducted; no mandatory retirement age.

• Anti-hedging, anti-pledging, and insider trading policies are in place.

• Lead Independent Director role established to enhance governance.