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SiteOne Landscape Supply, Inc.

For the period ended May 7, 2024. Filed Mar 26, 2024.

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About this filing

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 7, 2024 · Filed Mar 26, 2024

SITE$112.71-1.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for use of the Commission only (as permitted by Rule 14A-6(E)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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SiteOne Landscape Supply, Inc.

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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2024 PROXY STATEMENT

AND

NOTICE OF 2024 ANNUAL

MEETING OF STOCKHOLDERS

Tuesday, May 7, 2024

9:00 a.m., Eastern Time

Atlanta Airport Marriott Gateway Hotel

300 Colonial Center Parkway

Suite 600

Roswell, Georgia 30076

March 26, 2024

Dear Fellow Stockholders:

On behalf of the Board of Directors of SiteOne Landscape Supply, Inc., I would like to express our appreciation for your continued interest in our company. It is my pleasure to invite you to SiteOne’s Annual Meeting of Stockholders, to be held at the Atlanta Airport Marriott Gateway Hotel, 2020 Convention Center Concourse, Atlanta, Georgia 30337 on Tuesday, May 7, 2024, at 9:00 a.m., Eastern Time.

As we look back on the past year, I am very proud of our team’s continuing dedication to our strategic vision and growth. Despite the challenges posed by softer markets, operating cost inflation, gross margin normalization, and commodity price deflation, our team adeptly navigated these conditions, delivering Net sales growth, expanding our capabilities, and increasing our market share. Our well-balanced business, strong balance sheet, extensive product portfolio and geographic diversity also contributed to this resilience and continue to position us to capitalize on the significant opportunities within our industry. Our focus therefore remains on delivering superior value for our customers, nurturing our entrepreneurial spirit, and driving sustainable growth to ensure long-term value creation for all our stakeholders.

Additionally, we once again published our annual IMPACT Report in 2023 which includes our reporting under the Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Financial Disclosures (“TCFD”) frameworks. Our IMPACT Report highlights our recent initiatives that advance our objectives and help bring our Vision to life. We encourage you to review this report and learn more about our efforts by visiting the “Stakeholder Impact” tab of our website atwww.siteone.com/impact.

The formal Notice of Annual Meeting and Proxy Statement are enclosed with this letter. The Proxy Statement describes the matters to be acted upon at the Annual Meeting. It also describes how the Board operates and provides compensation and other information about the management team and Board.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I strongly encourage you to vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy or voting instruction card. For instructions on voting, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail or the section entitled “How Do I Vote?” on page 65 of the Proxy Statement. If you received a paper copy of the Proxy Statement, please use your enclosed proxy card to vote.

Finally, I would like to once again emphasize that the Board places a very high value on feedback from our stockholders. In 2023, we continued our robust stockholder outreach program, now in its sixth year, by engaging with firms and/or their affiliates who collectively held approximately 61% of our outstanding shares. Please review the summary of our outreach program beginning on page 3 of the Proxy Statement. The feedback we received during these meetings contributed positively to our boardroom conversations and decision-making, and we look forward to continuing to strengthen this program in the future.

Thank you for your ongoing support of SiteOne.

Sincerely,

Doug Black

Chairman of the Board and Chief Executive Officer

300 Colonial Center Parkway

Suite 600

Roswell, Georgia 30076

​NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS​
​Date and Time: Tuesday, May 7, 2024, at 9:00 a.m., Eastern Time​
​Place: Atlanta Airport Marriott Gateway Hotel, 2020 Convention Center Concourse, Atlanta, Georgia 30337​
​Record Date: March 8, 2024​
​Business To Be Conducted:​
​• Elect the three Class II nominees named in the accompanying Proxy Statement as Class II directors for a term expiring at the 2027 Annual Meeting of Stockholders. ​​
​• Approve an amendment to our Charter to limit the liability of certain officers of the Company as permitted pursuant to the Delaware General Corporation Law. ​​
​• Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2024. ​​
​• Hold a non-binding advisory vote to approve executive compensation. ​​
​• Transact such other business as may properly come before the 2024 Annual Meeting of Stockholders or any reconvened or rescheduled meeting following any adjournment or postponement thereof. ​​
​​​​Recommendation of the Board​​
​THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THE PROXY STATEMENT AND “FOR” EACH OF THE OTHER ABOVE PROPOSALS.​​

Admission: To attend the meeting in person, you will need to present a form of government-issued photo identification, and beneficial stockholders will need to present proof of beneficial stock ownership (see page 66 for acceptable proof of beneficial ownership) as of the record date.

Your vote is important. For instructions on voting, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail or the section entitled “How Do I Vote?” on page 65 of the Proxy Statement. If you received a paper copy of the Proxy Statement, please use your enclosed proxy card to vote.

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​​​​L. Briley Brisendine​
​​​​Executive Vice President, General Counsel and Secretary​
​​​​March 26, 2024​

2024 PROXY STATEMENT

We are providing this Proxy Statement (this “Proxy Statement”) in connection with the solicitation by the Board of Directors (the “Board”) of SiteOne Landscape Supply, Inc., a Delaware corporation (referred to as “SiteOne,” the “Company,” “we,” “us” or “our”), of proxies to be voted at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and at any reconvened or rescheduled meeting following any adjournment or postponement. The Annual Meeting will be held at the Atlanta Airport Marriott Gateway Hotel, 2020 Convention Center Concourse, Atlanta, Georgia 30337 on Tuesday, May 7, 2024, at 9:00 a.m., Eastern Time.

This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 7, 2024: This Proxy Statement is first being sent to stockholders on or about March 26, 2024. This Proxy Statement and our 2023 Annual Report on Form 10-K are available atwww.proxyvote.com.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.