Ferguson Enterprises Holds First U.S. Annual Meeting

Ticker: FERG · Form: DEF 14A · Filed: Oct 15, 2024 · CIK: 2011641

Ferguson Enterprises INC. /De/ DEF 14A Filing Summary
FieldDetail
CompanyFerguson Enterprises INC. /De/ (FERG)
Form TypeDEF 14A
Filed DateOct 15, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$340B, $11 billion, $29.6 billion, $2,652 million, $7 million
Sentimentneutral

Sentiment: neutral

Topics: annual-meeting, corporate-governance, us-domicile

TL;DR

Ferguson's first US annual meeting is Dec 5th, marking the end of its move from the UK.

AI Summary

Ferguson Enterprises Inc. is holding its first annual meeting of stockholders on December 5, 2024, at 9:00 a.m. Eastern Time. This meeting marks the completion of the company's "journey to the U.S.," which began with considering North America as the best long-term location in 2019. Key milestones include an additional listing on the NYSE in 2021, making it the primary listing venue in 2022, and becoming a U.S. domestic issuer in August 2023. Shareholders approved a new corporate structure in May 2024, finalizing this transition.

Why It Matters

This proxy statement signals the formal completion of Ferguson's strategic shift to a U.S. domicile, impacting its corporate governance and regulatory framework.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement for an annual meeting and does not contain new material financial risks.

Key Players & Entities

FAQ

When is the first annual meeting of stockholders for Ferguson Enterprises Inc.?

The first annual meeting of stockholders for Ferguson Enterprises Inc. is scheduled for Thursday, December 5, 2024, at 9:00 a.m. Eastern Time.

What significant corporate transition does this meeting represent for Ferguson Enterprises Inc.?

This meeting represents the completion of Ferguson's "journey to the U.S.," signifying its transition to a U.S. parent company and domestic issuer.

When did Ferguson begin its strategic focus on North America?

Ferguson began considering North America as the best long-term location for the company in 2019.

What were the key dates related to Ferguson's U.S. stock exchange listings?

Ferguson obtained an additional listing on the New York Stock Exchange in 2021 and moved this to be its primary listing venue in 2022.

When did Ferguson officially become a U.S. domestic issuer and when was the new corporate structure approved?

Ferguson has been considered a U.S. domestic issuer under SEC rules since August 1, 2023, and shareholders approved a new corporate structure in May 2024.

Filing Stats: 4,352 words · 17 min read · ~15 pages · Grade level 14.9 · Accepted 2024-10-15 06:06:09

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 37 Compensation Discussion and Analysis 40 Executive Summary 42 Compensation Determination Process 44 Elements of Our Compensation Program 62 Management of Compensation Related Risks 64 Severance and Change in Control Arrangements 65 Fiscal 2025 Executive Compensation Changes 67 2024 Summary Compensation Table 68 2024 Grants of Plan-Based Awards 69 Outstanding Equity Awards at 2024 Fiscal Year-End 70 Option Exercises and Stock Vested in the 2024 Fiscal Year 71 2024 Non-Qualified Deferred Compensation 72 Potential Payments Upon Termination or a Change in Control 74 CEO Pay Ratio 75 Pay Versus Performance 79 Proposal 3: Advisory Vote to Approve Executive Compensation ("Say-on-Pay") 80 Proposal 4: Advisory Vote to Approve the Frequency of Future Say-on-Pay Votes ("Say-on-Frequency") 81

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 83 Other Information 83 Communications with the Board 83 Process for Shareholder Recommendation and Nomination of Directors 83 Shareholder Proposals for 2025 Annual Meeting 83 Special Meetings 84 Householding 85 Questions and Answers About the 2024 Annual Meeting 91 Cautionary Note Regarding Forward-Looking Statements 93 Non-GAAP Reconciliations and Supplementary Information 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. Table of Contents 2024 Proxy Statement Summary Ferguson at a Glance Ferguson is the largest value-added distributor serving the specialized professional in our $340B residential and non-residential North American construction market. We help make our customers' complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Our North American customer groups have leading positions in large, growing and fragmented markets with over 75% of revenue estimated to come from #1 or #2 market positions. These markets have historically grown above GDP and their long-term structural characteristics remain supportive. We have an intentional balance between attractive end markets and serve customers principally in North America. Residential and non-residential markets each account for approximately half of our net sales, with net sales within these combined markets balanced between repair, maintenance and improvement ("RMI") (approximately two-thirds of our net sales) and new construction (approximately one-third of our net sales), based on management's estimates. This balance continues to serve us well and creates resilience with a less cyclical and more robust business model. Balanced market exposure 2024 PROXY STATEMENT FERGUSON ENTERPRISES INC. 1 Table of Contents 2024 Proxy Statement Summ

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