General Questions and Answers about the Meeting and Voting
The following is information regarding the meeting and the voting process, presented in a question and answer format.
| A: | A proxy is your authorization for someone else to vote for you in the way that you want to vote and allows you to be represented at our Annual Meeting of Shareholders (“Annual Meeting”) if you are unable to attend. When you complete and submit a proxy card, use the automated telephone voting system, or use the Internet voting system, you are submitting a proxy. The Board of Directors of the Company is soliciting this proxy. As used in this proxy statement, the terms “the Company,” “we,” “our” and “us” all refer to UFP Industries, Inc. and its subsidiaries. |
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| Q: | What is a proxy statement? |
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| A: | A proxy statement is a document required by the United States Securities and Exchange Commission (“SEC”) to explain the matters on which you are being asked to vote by proxy and to disclose certain related information. This proxy statement was first made available to our shareholders on or about March 14, 2024. |
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| Q: | Why am I receiving my proxy materials electronically instead of receiving paper copies through the mail? |
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| A: | Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of the proxy statement and annual report. In addition to reducing the amount of paper used in producing these materials, this method lowers the costs associated with mailing the proxy materials to shareholders. |
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On or about March 14, 2024, we mailed to our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this proxy statement and our annual report online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request it. The Notice instructs you on how to electronically access and review all the information contained in this proxy statement and the annual report, and it provides you with information on voting.
If you received a Notice by mail and would like to receive a paper copy of our proxy materials, follow the instructions contained in the Notice about how you may request to receive your materials in printed form on a one-time or ongoing basis.
| Q: | Where is this year’s proxy statement available electronically? |
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| A: | You may view this proxy statement and our 2023 Report to Shareholders electronically by going to www.proxyvote.com. |
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UFP Industries 4 2024 Proxy Statement
| A: | Only record holders of the Company’s common stock at the close of business on February 28, 2024 (the “Record Date”), can vote at the Annual Meeting. Each shareholder of record has one vote, for each share of common stock owned, on each matter presented for a vote at the Annual Meeting. |
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| Q: | What is the difference between a shareholder of record and a “street name” holder? |
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| A: | If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares. |
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If your shares are held in a stock brokerage account or by a bank or other nominee, then the brokerage firm, bank or other nominee is considered to be the shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the brokerage firm, bank or other nominee on how to vote their shares. See “How can I vote?” below.
If your shares are held in “street name,” follow the instructions provided by your bank, broker or other nominee. If your shares are held in your name, you may vote in one of four ways:
| A: | | | VIA INTERNET: | | | BY TELEPHONE: |
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| | | Go to www.proxyvote.com and follow the instructions. You may do this at your convenience, 24 hours a day, 7 days a week. You will need to have your proxy card or Notice in hand. The deadline for Internet voting is 11:59 p.m. EDT, April 23, 2024. | | | Call toll-free 1-800-690-6903 and follow the instructions. You may do this at your convenience, 24 hours a day, 7 days a week. You will need to have your proxy card or Notice in hand. The deadline for voting by telephone is 11:59 p.m. EDT, April 23, 2024. |
| | | IN WRITING: | | | IN PERSON: |
| | | Complete, sign, date and return the proxy card in the return envelope provided with your proxy card, so that it is received no later than April 23, 2024. | | | Attend the Annual Meeting to cast your vote. |
UFP Industries 5 2024 Proxy Statement
If you submit a proxy to the Company before the Annual Meeting, whether by proxy card, telephone or Internet, the persons named as proxies will vote your shares as you direct. If no instructions are specified, the proxy will be voted as follows: for the election as directors of the three individuals nominated by the Board of Directors; for the amendment to the Company’s Articles of Incorporation to increase authorized capital stock; for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024; and for the non-binding, advisory proposal to approve the compensation paid to our Named Executives.
| A: | You may revoke a proxy at any time before the Annual Meeting by: |
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| 1. | Delivering written notice of revocation to the Corporate Secretary of the Company, 2801 East Beltline NE, Grand Rapids, MI 49525, which must be received no later than April 23, 2024; |
| 2. | Submitting another properly completed proxy card that is later dated; |
| 3. | Voting by telephone at a subsequent time; |
| 4. | Voting via the Internet at a subsequent time; or |
| 5. | Voting at the Annual Meeting. |
If you hold your shares in “street name,” you must vote your shares in the manner prescribed by your brokerage firm, bank or other nominee.
| Q: | How many shares must be present to hold the Annual Meeting? |
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| A: | In order to carry on the business of the meeting, we must have a quorum. This means that a majority of the shares that are outstanding and entitled to vote as of the Record Date must be present in person or by proxy. Shares are counted as present at the meeting if the shareholder either: |
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| • | Is present in person at the Annual Meeting; or |
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| • | Has properly submitted a signed proxy card or other form of proxy (through the telephone or Internet). |
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On the Record Date, there were 61,529,910 shares of common stock issued and outstanding. Therefore, at least 30,764,956 shares need to be present in person or by proxy at the Annual Meeting.
| Q: | What matters will be voted on at the meeting? |
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| A: | You are being asked to vote on: (i) the election of three directors to serve three-year terms expiring in 2027; (ii) the proposal to amend our Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue; (iii) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024; and (iv) a non-binding, advisory proposal to approve the compensation paid to our Named Executives, otherwise known as a “say-on-pay” proposal. These matters are more fully described in this proxy statement. |
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UFP Industries 6 2024 Proxy Statement
| Q: | How many votes are needed for each proposal? |
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| A: | In order for the proposal to amend our Articles of Incorporation to increase our authorized common stock to be approved, a majority of the shares of common stock issued and outstanding as of the Record Date must vote in factor of the proposal. |
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In order for the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024 to be approved, a majority of the votes cast at the Annual Meeting must be in favor of the proposal.
Under the Company’s majority vote standard for the election of directors (described in more detail below), to be elected, a nominee must receive a greater number of votes cast “for” his or her election than the number of votes cast “against.”
The say-on-pay vote is advisory; consequently, the outcome of this vote is not binding upon the Board of Directors or the Personnel and Compensation Committee. However, the outcome of the vote will be taken into consideration by the Board of Directors and Personnel and Compensation Committee, as described below.
The proposal to amend our Articles of Incorporation, the election of directors and the say-on-pay vote are considered non-routine matters. Consequently, if your shares are held by a broker, bank or other fiduciary, it cannot vote your shares on these matters unless it has received voting instructions from you.
Abstentions and broker non-votes, if any, will not be counted as votes cast but will count for purposes of determining whether a quorum is present. So long as a quorum is present, abstentions and broker non-votes will have no effect on any of the matters presented for a vote at the Annual Meeting other than the proposal to amend our Articles of Incorporation. For the proposal to amend our Articles of Incorporation, abstentions and broker non-votes will count as votes against that proposal.
| Q: | What happens if a nominee is unable to stand for re-election? |
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| A: | The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than three nominees. We have no reason to believe that any nominee will be unable to stand for re-election. |
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| Q: | What options do I have in voting on each of the proposals? |
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| A: | You may vote “for,” “against,” or “abstain” on each proposal properly brought before the meeting. |
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| Q: | Where do I find the voting results of the meeting? |
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| A: | If available, we will announce voting results at the Annual Meeting. The voting results will also be disclosed on a Form 8-K that we will file with the SEC within four business days after the meeting. |
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| Q: | Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 24, 2024. |
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| A: | This proxy statement along with our annual report are available at: www.proxyvote.com. A copy of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, as filed with the SEC, may be obtained without charge upon written request to the Chief Financial Officer, UFP Industries, Inc., 2801 East Beltline NE, Grand Rapids, MI 49525. |
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UFP Industries 7 2024 Proxy Statement
