UFP INDUSTRIES INC
For the period ended Apr 23, 2025. Filed Mar 12, 2025.
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Apr 23, 2025 · Filed Mar 12, 2025
Contents
Additional Information
Solicitation of Proxies
The accompanying proxy is solicited by and on behalf of the Board of Directors of the Company. The cost of the solicitation of proxies will be paid by the Company. In addition to the use of the United States Postal Service, proxies may be solicited personally, by telephone, by facsimile or by electronic mail by our employees who will not receive additional compensation for solicitation of proxies. We do not intend to pay any compensation for the solicitation of proxies, except that upon request we will reimburse brokers, nominees, custodians and other fiduciaries for their expenses in connection with sending materials to beneficial owners and obtaining their proxies.
Related Party Transactions
Pursuant to its Charter, the Audit Committee has a responsibility to review and approve all related party transactions, as defined in applicable SEC rules, involving directors, executive officers and their respective affiliates and immediate family members. As a general practice, our Board has required the related party, if a Board member, to recuse himself or herself from the meeting, and the Board considers the proposed transaction based on what is fair to the Company and is in the best interest of its shareholders.
During 2024, the Company paid Ruan Transportation Management Systems (“Ruan”), the company for which our director Benjamim J. McLean serves as Chief Executive Officer, $5,243,087 for services provided by Ruan. These were arm’s length transactions, on terms generally available to third parties under the same or similar circumstances. The transactions are not deemed material to Mr. McLean, and Mr. McLean did not participate or take part in discussions or negotiations in connection with the services provided by Ruan. The relationship and transactions between the Company and Ruan during 2024 were reviewed and approved by the Audit Committee in accordance with its Charter.
Availability of Form 10-K
Shares of our common stock are traded under the symbol UFPI on The Nasdaq Stock Market. Our Annual Report on Form 10-K filed with the SEC will be provided free of charge to any shareholder upon written request. Significant financial information regarding the Company is available on our website at www.ufpi.com. For more information, contact our Investor Relations Department at 2801 East Beltline NE, Grand Rapids, MI 49525, or by calling 800-598-9663.
UFP Industries 45 2025 Proxy Statement
Shareholder Proposals
Shareholders who intend to submit a proposal for inclusion in our proxy materials for our 2026 Annual Meeting of Shareholders may do so by following the procedures described in SEC Rule 14a-8. To be eligible for inclusion, shareholder proposals must be received by our Secretary no later than November 12, 2025. Proposals of shareholders should be addressed to UFP Industries, Inc., Attention: Secretary, 2801 East Beltline NE, Grand Rapids, MI 49525.
In addition, under our Bylaws, no business may be presented at an annual meeting unless it is specified in a notice of the meeting or is otherwise presented at the meeting by or at the direction of the Board of Directors of the Company or by a shareholder who has delivered written notice to our Secretary (containing certain information specified in our Bylaws about the shareholder and the proposed action), not less than 90 days nor more than 120 days prior to the date of the first anniversary of the preceding year’s annual meeting of shareholders. If our 2026 Annual Meeting of Shareholders is held more than 30 days before or more than 60 days after the first anniversary of our 2025 Annual Meeting, the notice must be received not less than 90 days nor more than 120 days prior to the date of that meeting, unless the first public announcement of the meeting is made less than 100 days prior to the date of the meeting, in which case notice must be received within 10 days after the date on which the public announcement of the date of that meeting is first made. This requirement is separate from and in addition to the SEC’s requirements that a shareholder must meet to have a shareholder proposal included in our proxy materials.
As of the date of this proxy statement, we have not received any proposals from any shareholders to be presented at the 2025 Annual Meeting.
Householding of Proxy Materials
Only one proxy statement, annual report to shareholders, and Notice of Internet Availability of Proxy Materials is sent to multiple shareholders sharing a single address, unless we have received instructions to the contrary from one or more of such shareholders. Any shareholder sharing an address with another shareholder may receive individual copies of the proxy materials by submitting a request in writing to UFP Industries, Inc., Attention: Investor Relations Department, 2801 East Beltline NE, Grand Rapids, MI 49525, or by calling 800-598-9663. We will promptly provide such individual copies upon written or oral request.
UFP Industries 46 2025 Proxy Statement
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