Ferguson Enterprises Inc DE
For the period ended Dec 5, 2024. Filed Oct 15, 2024.
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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.
Dec 5, 2024 · Filed Oct 15, 2024
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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 Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | 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 under §240.14a-12 |
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Ferguson Enterprises 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):
| ☒ | 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 14a-6(i)(1) and 0-11 |
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Dear fellow shareholders,
On behalf of the board of directors of Ferguson Enterprises Inc. (the “Board”), you are cordially invited to attend the first annual meeting of stockholders of Ferguson Enterprises Inc. (the “Company”), the new U.S. parent company of the Ferguson group of companies, on Thursday, December 5, 2024 at 9:00 a.m. Eastern Time (the “2024 Annual Meeting”).
Completion of Our Journey to the U.S.
Since 2019, we have considered North America to be the best long-term location for Ferguson and have worked methodically and transparently with shareholders on this transformative journey, obtaining an additional listing on the New York Stock Exchange in 2021 and moving this to be our primary listing venue in 2022. Since August 1, 2023, Ferguson has been considered a U.S. domestic issuer under the applicable U.S. Securities and Exchange Commission rules, and, in May 2024, Ferguson plc held an extraordinary general meeting at which shareholders approved a new corporate structure that completed the final step in our journey by domiciling Ferguson’s ultimate parent company in the U.S.
As we look to the future, we believe the new corporate structure will only serve to strengthen shareholder value as the move better aligns our headquarters and governance with our operations and leadership.
Delivering on Our Strategic Priorities
Ferguson is the largest value-added distributor serving the specialized professional in our $340B residential andnon-residential North American construction market. We remain focused on our vision to be the ultimate project success company, helping to make our customers’ complex projects simple, successful and sustainable through living by our values: Safety; Integrity; Service; Teamwork; and Impact.
Engaging with Our Shareholders
The Board is committed to maintaining meaningful shareholder engagement. Over the past year, we have engaged with several institutional investors and acted on feedback received from shareholders on key governance matters related to the Company’s new corporate structure. Significantly, in light of the results of the advisory vote at the extraordinary general meeting on certain matters relating to the Company’s proposed organizational documents, the Board approved revisions to the organizational documents to align with our shareholders’ values.
We look forward to continuing an open dialogue with shareholders as Ferguson progresses on its journey.
Strong Governance Practices
The Board has reviewed the policies and governance practices that were in place for Ferguson plc and has taken that strong governance framework and further enhanced and aligned it with U.S. best practice. Further details of these policies and practices are set out on pages 18-21 of the accompanying Proxy Statement.
The slate of Director nominees contains a broad range of experience and skills from a variety of industries and advisory roles which complement each other. This year, we have 11 Directors standing for election, including nine legacy Directors from Ferguson plc’s board of directors, as well as two new independent Non-Employee Directors, Rekha Agrawal and Rick Beckwitt.
Rekha Agrawal has extensive experience leading global businesses focused both in services and manufacturing. Rick Beckwitt is an experienced executive with broad financial, operational and public company experience. I am confident that they will contribute valuable insight and specialist skills to the Board.
Thomas Schmitt and Nadia Shouraboura will step down as Non-Employee Directors at the 2024 Annual Meeting. Tom and Nadia have made significant contributions to the Board during their tenures and we thank them for their service. We wish them well for the future.
A summary of the skills and experience of each Director proposed for election is set out on page 17 of the accompanying Proxy Statement.
Your Vote Matters
Further details about the 2024 Annual Meeting and voting can be found on pages 85-90 of the accompanying Proxy Statement. You are encouraged to appoint myself and Ian Graham, our Chief Legal Officer & Corporate Secretary, as your proxy. This ensures that your vote will be counted if you are not able to attend the 2024 Annual Meeting. Your vote matters.
On behalf of the Board, we thank you for your continued investment and support in Ferguson. As always, we remain committed to serving our shareholders.
Regards,
Notice of Annual Meeting
Notice is hereby given that the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of Ferguson Enterprises Inc. (the “Company”) will be held on December 5, 2024 at 9:00 a.m. Eastern Time at Hilton Norfolk The Main, 100 East Main Street, Norfolk, Virginia, 23510, United States.
| Record Date | |
| Holders of common stock of the Company as of the close of business on October 9, 2024 are entitled to notice of and to vote at the 2024 Annual Meeting. | |
| How to Vote | |
| By Internet Vote via the internet at proxyvote.com. | |
| By Telephone To vote by telephone, call the telephone number on the Notice of Internet Availability or proxy card. | |
| By Mail If you elected to receiveproxy materials by mail,mark, sign, date, andreturn the proxy card inthe enclosed postage-paid envelope. |
| ITEMS OF BUSINESS | BOARD RECOMMENDATION | PAGE |
|---|---|---|
| 1. To elect each of the 11 Director nominees named in the Proxy Statement to hold office until the Company’s next annual meeting and until such Director’s successor shall have been elected and qualified | FOR each Director nominee | 9 |
| 2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2025 | FOR | 32 |
| 3. To approve, on an advisory basis, the fiscal 2024 compensation of the Company’s Named Executive Officers | FOR | 79 |
| 4. To approve, on an advisory basis, the frequency of future shareholder advisory votes to approve the compensation of the Company’s Named Executive Officers | FOR every ONE YEAR | 80 |
Shareholders will also transact such other business as may properly come before the 2024 Annual Meeting or any adjournment or postponement thereof.
By order of the Board,
Proxy Statement
for the 2024 Annual Meeting
This Proxy Statement relates to the solicitation of votes or proxies by Ferguson Enterprises Inc., on behalf of the Board, for use at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) and at any adjournment or postponement of such meeting.
As previously disclosed, on August 1, 2024, Ferguson plc, a company incorporated in Jersey, completed a merger transaction (the “Merger”) that resulted in (i) Ferguson plc becoming a direct wholly owned subsidiary of Ferguson Enterprises Inc., a Delaware corporation, and (ii) the shareholders of Ferguson plc at the designated record time for the Merger no longer holding ordinary shares of Ferguson plc but instead holding shares of common stock of Ferguson Enterprises Inc. As a result of the Merger, Ferguson Enterprises Inc. became the successor issuer to Ferguson plc, which was renamed “Ferguson (Jersey) Limited” and changed its status to a private company.
Unless otherwise specified or the context otherwise requires:
| • | the terms “Company”, “Ferguson”, “we”, “us”, “our” and other similar terms used in this Proxy Statement (i) for periods prior to August 1, 2024, refer to Ferguson plc and its consolidated subsidiaries and (ii) for periods on and following August 1, 2024, refer to Ferguson Enterprises Inc. and its consolidated subsidiaries; |
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| • | references to “shares” or “Company shares” refer to (i) ordinary shares of Ferguson plc for all periods prior to August 1, 2024 and (ii) shares of common stock of Ferguson Enterprises Inc. for all periods on and following August 1, 2024; and |
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| • | references to years indicate our fiscal year ended July 31 of the respective year. For example, references to “fiscal 2024” or similar references refer to the fiscal year ended July 31, 2024. |
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The Company’s website address is corporate.ferguson.com. We include website addresses throughout this Proxy Statement for reference only. The information contained in, or available through, these websites is not part of, or incorporated by reference into, this Proxy Statement. Addresses, including electronic addresses provided in this Proxy Statement, are provided solely for the purposes so specified. You may not use any electronic address provided in this Proxy Statement or other proxy materials to communicate with the Company for any purpose other than those expressly stated herein or therein.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on December 5, 2024
We have elected to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to provide shareholders access to our proxy materials over the internet. Our Annual Report for the fiscal year ended July 31, 2024 (the “2024 Annual Report”) and the Notice of Annual Meeting and Proxy Statement are available at proxyvote.com.
Beginning on October 15, 2024, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions regarding how to access our 2024 Annual Report and the Notice of Annual Meeting and Proxy Statement online. The Notice of Internet Availability contains instructions regarding how you can elect to receive these proxy materials in printed form by mail or electronically by email. This election to receive proxy materials by mail or email will remain in effect until you terminate it.
2024 PROXY STATEMENT FERGUSON ENTERPRISES INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.