Watsco (WSO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 1, 2026, with shareholders of record as of April 6, 2026, eligible to vote on key proposals including director elections, executive compensation, and auditor ratification.

• The company maintains a two-class equity structure, with Common stock and Class B common stock having different voting rights and director election processes.

• The board emphasizes long-term shareholder value, robust governance, and succession planning, with a focus on generational continuity and technology-driven transformation.

Voting matters and shareholder proposals

• Shareholders will vote to elect one director (Common stock) and two directors (Class B common stock), approve executive compensation, and ratify Deloitte as the independent auditor for 2026.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of 9 members divided into three classes, with a mix of independent and management directors.

• Board committees include Audit, Compensation, Nominating & Governance, and Strategy, all with independent oversight.

• The company operates as a controlled company but voluntarily complies with NYSE governance standards for non-controlled companies.

• Board refreshment is supported by an Advisory Board of retired and prospective members.

• Lead Independent Director and committee chairs ensure independent oversight and board effectiveness.