PATRICK INDUSTRIES INC
For the period ended May 14, 2026. Filed Mar 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Mar 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under §240.14a-12
PATRICK INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x No fee required
o Fee paid previously with preliminary materials
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Proxy
Statement
& Notice of 2026 Annual Meeting of Shareholders
Dear
Shareholder
On behalf of the Board of Directors, we are pleased to invite you to join
us for our Annual Meeting of Shareholders ("Annual Meeting"), which will
be conducted via live audio webcast on May 14, 2026, at 10:00 A.M. ET.
The virtual Annual Meeting will be conducted online at meetnow.global/
MQHXUQJ. In the Notice of 2026 Annual Meeting & Proxy Statement, we
describe the matters upon which you will be asked to vote at the meeting
and provide instructions for attending the meeting.
This Proxy Statement describes our corporate governance policies that
foster the Board's effective oversight of the Company’s business
strategies and practices. We welcome you to review this Proxy
Statement as we describe our financial performance for fiscal year 2025.
Patrick’s disciplined capital allocation and ongoing investments in
strategic diversification continue to strengthen our competitive position
and enhance the resilience of our business. Our talented team, united by
our core BETTER Together values, remains focused on delivering
innovative new products, an increasing mix of highly engineered
components, and integrated solutions that create value for our customers
in the Outdoor Enthusiast and Housing markets. Through deep customer
relationships, advanced materials leadership, and an expanding
aftermarket presence, we are well positioned to drive durable long-term
profitable growth and value for all stakeholders.
Please review the proxy/notice card for instructions on how to vote over
the Internet, by telephone or by mail in order to be certain that your
shares of stock are represented at the Annual Meeting. It is important
that all Patrick Industries, Inc. shareholders vote and participate in the
affairs and governance of our Company.
Sincerely,
Andy L. Nemeth
CEO & Chairman of the Board
Please review the proxy/
notice card for instructions
on how to vote over the
Internet, by telephone or by
mail in order to be certain that
your shares of stock are
represented at the Annual
Meeting. It is important that
all Patrick Industries, Inc.
shareholders vote and
participate in the affairs and
governance of our Company.
Notice of 2026 Annual Meeting of Shareholders & Proxy Statement
Notice of Annual Meeting
Record Date
March 20, 2026
Date
Thursday, May 14, 2026;
10:00 A.M. ET
Location
Online at: meetnow. global/MQHXUQJ
| Proposals | Board Vote Recommendation | |
| 1 | To elect nine directors to the Board of Directors to serve until the 2027 Annual Meeting of Shareholders | FOR |
| 2 | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026 | FOR |
| 3 | To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers for fiscal year 2025 | FOR |
In addition
To consider and transact such other business as may
properly come before the meeting or any adjournment or
postponement thereof.
Voting
Please vote your shares using the Internet, by telephone or
by mail by signing, dating and returning the enclosed Proxy
Card. If you hold shares through a broker, custodian,
fiduciary, or nominee, please check the voting instructions
used by that broker, custodian, fiduciary, or nominee.
Holders with a control number from Computershare, our
transfer agent, can vote at the virtual Annual Meeting.
Please return your Proxy Card so your vote can be
counted. See “Voting Q&A”.
By Order of the Board of Directors,
Joel D. Duthie
Executive Vice President, Chief Legal Officer
and Secretary
Virtual Meeting Format
You will be able to attend and participate in the Annual
Meeting online, vote your shares electronically and submit
your questions prior to and during the meeting by visiting:
meetnow.global/MQHXUQJ on the meeting date and time
described in the accompanying Proxy Statement.
If you plan to attend the meeting online, you must register
by following the instructions contained in the “Voting Q & A”
section.
Notice of Internet Availability of Proxy
Materials for the Annual Meeting of
Shareholders
Our 2026 Proxy Statement and Annual Report to
Shareholders for fiscal 2025 are available on Patrick
Industries, Inc.’s website at www.patrickind.com under
“Investors - Company Info.” You may also request hard
copies of these documents free of charge by writing to us at
the following address: 107 W. Franklin Street, Elkhart,
Indiana 46516. Attention: Office of the Secretary.
Notice of 2026 Annual Meeting of Shareholders & Proxy Statement
Proxy Statement
Annual Meeting of Shareholders
This Proxy Statement is provided in connection with the
solicitation of proxies by the Board of Dire ctors (the
“Board”) for the Annual Meeting of Shareholders to be held
online (virtual meeting) on May 14, 2026 (the “Annual
Meeting”) for the purpose of considering and acting upon
the matters specified in the Notice of Annual Meeting of
Shareholders accompanying this Proxy Statement. The
proxy card or voting instruction form sets forth your holdings
of common stock of the Company. We expect that, on or
about April 1, 2026, this Proxy Statement will be available
through the Internet.
If the form of proxy which accompanies this Proxy
Statement is executed and returned, or is voted by Internet
or by telephone, it may be revoked by the person giving it at
any time prior to the voting thereof by:
changing your vote using the online voting method, in
which case only your latest Internet proxy submitted
prior to the Annual Meeting will be counted;
filing with the Secretary of the Company, during or
before the Annual Meeting, a written notice of
revocation bearing a date later than the date of the
proxy;
duly executing and dating a subsequent proxy relating
to the common stock and delivering it to the Secretary
of the Company before or during the Annual Meeting;
or
voting your shares electronically during the Annual
Meeting.
If the form of proxy is signed, dated and returned without
specifying choices on one or more matters presented to the
shareholders, the shares will be voted on the matter or
matters listed on the Proxy Card as recommended by the
Company’s Board.
Voting Methods
Online
www.investorvote.com/PATK
Phone
For shareholders
of record: 800-652-8683
Sign, date and return the
enclosed Proxy Card in the
enclosed envelope
Additional solicitations in person, by telephone, or
otherwise, may be made by certain directors, officers and
employees of the Company regarding the proposals without
additional compensation. Expenses incurred in the
solicitation of proxies, including postage, printing and
handling, and actual expenses incurred by brokerage
houses, custodians, nominees and fiduciaries in forwarding
documents to beneficial owners, will be paid by the
Company.
Patrick’s Annual Report to Shareholders, which contains
Patrick’s Annual Report on Form 10-K for the year ended
December 31, 2025, accompanies this Proxy Statement.
Requests for additional copies of the Annual Report on
Form 10-K should be submitted to the Office of the
Secretary, Patrick Industries, Inc., 107 W. Franklin Street,
Elkhart, Indiana 46516. Annual Meeting materials may also
be viewed online through our website, www.patrickind.com
under “Investors - Company Info.”
Notice of 2026 Annual Meeting of Shareholders & Proxy Statement
| Table of Contents | |
|---|---|
| 2025 HIGHLIGHTS | |
| Business Financial Highlights | 1 |
| Executive Compensation Highlights | 2 |
| Corporate Governance Highlights | 3 |
| PROPOSAL 1: | |
| Election of Directors | 5 |
| Nominees for Election | 6 |
| 2025 Non-Employee Director Compensation | 11 |
| Board Committees | 12 |
| PROPOSAL 2: | |
| Ratification of the Appointment of Independent Registered Public Accounting Firm | 14 |
| Independent Public Accountants | 15 |
| Audit Committee Report | 16 |
| PROPOSAL 3: | |
| Advisory Vote to Approve the Compensation of Our Named Executive Officers | 17 |
| EXECUTIVE COMPENSATION | |
| Named Executive Officers | 18 |
| Compensation Discussion and Analysis | 20 |
| Fiscal Year 2025 Executive Compensation | 25 |
| Compensation Committee Report | 31 |
| Summary Compensation Table | 32 |
| Grants of Plan-Based Awards During Fiscal Year 2025 | 34 |
| Outstanding Equity Awards as of December 31, 2025 | 36 |
| Equity Compensation Plan Information | 38 |
| Stock Options and Stock Appreciation Rights Exercises and Stock Vested in Fiscal 2025 | 39 |
| Executive Retirement Plan | 40 |
| Potential Payments Upon Termination or Upon a Change of Control | 41 |
| CEO Pay Ratio | 44 |
| Pay Versus Performance | 45 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 48 |
| RELATED PARTY TRANSACTIONS | 49 |
| PROPOSALS OF SHAREHOLDERS FOR THE 2027 ANNUAL MEETING | 49 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 50 |
| OTHER MATTERS | 50 |
| VOTING Q&A | 51 |
Notice of 2026 Annual Meeting of Shareholders & Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.