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TREX CO INC

For the period ended Apr 28, 2026. Filed Mar 16, 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.

Apr 28, 2026 · Filed Mar 16, 2026

TREX$54.74-2.3%Stored close · as of Nov 6, 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

Filed by the Registrant ☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

(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

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2500 Trex Way

Winchester, Virginia 22601

Notice of Annual Meeting of Stockholders

April 28, 2026

To our stockholders:

Notice is hereby given that the 2026 annual meeting of stockholders of Trex Company, Inc. will be held at Trex University, 331 Apple Valley Road, Winchester, Virginia, on Tuesday, April 28, 2026, at 9:00 a.m., local time, for the following purposes:

to elect four directors of Trex Company, Inc.;

to approve, on a non-binding advisory basis, the compensation of our named executive officers;

to ratify the appointment of Ernst & Young LLP as Trex Company’s independent registered public accounting firm for the 2026 fiscal year; and

to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 06, 2026 will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend this meeting.

We have elected to adopt the U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing a Notice Regarding the Availability of Proxy Materials (the “Notice of Availability”) to our stockholders instead of a paper copy of this Proxy Statement and our 2025 Annual Report. The Notice of Availability contains instructions on how to access and review those documents over the Internet. We believe that this process will allow us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. Stockholders who receive a Notice of Availability by mail and would like to receive a printed copy of our proxy materials should follow the instructions for requesting such materials included on the Notice of Availability.

Your vote is very important to us. Whether or not you plan to attend the meeting in person, your shares should be represented and voted. To vote, please complete and return your proxy card, or vote by telephone or via the Internet by following the instructions on your Notice of Availability. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to attend the annual meeting and vote in person.

By Order of the Board of Directors,

Amy M. Fernandez

Senior Vice President, Chief Legal Officer

Secretary and Chief Sustainability Officer

Dated: March 16, 2026

Table of Contents

Page
Proxy Summary1
Board of Directors2
General Information5
Proxy Solicitation5
Record Date and Voting Securities5
Electronic Notice and Mailing5
Revocability of Proxies6
Other Matters6
Solicitation Expenses6
Voting Procedures; Quorum; Abstentions; Broker Voting6
Security Ownership8
Election of Directors10
Nominees for Election as Directors10
Approval of Nominees10
Information About Retiring Directors, Nominees, and Continuing Directors10
Directors Retiring in 202611
Nominees for Election for Three-Year Terms12
Directors Whose Terms Expire in 202716
Directors Whose Terms Expire in 202819
Corporate Governance21
Board of Directors21
Board Leadership Structure21
Board Committees22
Board Risk Oversight24
Sustainability Matters25
Compensation Committee Interlocks and Insider Participation26
Director Nominations Policy26
Communications with the Board of Directors; Reporting Questionable Accounting, Internal Accounting Controls, and Auditing Matters27
Shareholder Engagement27
Delinquent Section 16(a) Reports27
Availability of Code of Conduct and Ethics, Bylaws, Corporate Governance Principles, and Committee Charters28
Non-Employee Director Compensation29
2025 Non-Employee Director Compensation31
2025 Non-Employee Director Equity Awards32
Named Executive Officers33

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Compensation Discussion and Analysis35
Introduction35
Leadership Transition35
2025 Say-on-Pay Results and Considerations36
Compensation Philosophy and Objectives36
How Do We Determine Executive Pay?38
Elements of Executive Compensation40
Pay Versus Performance Disclosure46
Pay Ratio Disclosure50
Perquisites50
Additional Information on our Program50
Report of the Compensation Committee of the Board of Directors of Trex Company, Inc.53
Summary Compensation Table54
All Other Compensation Table55
Grants of Plan-Based Awards55
Outstanding Equity Awards at Fiscal-Year End56
2025 Option / SAR Exercises and Stock Vested57
Equity Compensation Plan Information58
Retention, Severance, and Change in Control Agreements58
Severance and Change in Control Compensation as of December 31, 202562
The Company’s Compensation Policies and Practices as They Relate to Risk63
Report of the Audit Committee of the Board of Directors of Trex Company, Inc.64
Advisory Vote on Executive Compensation66
Approval of Proposal 266
Ratification of Appointment of Independent Registered Public Accounting Firm for the 2026 Fiscal Year67
Approval of Proposal 367
Independent Registered Public Accounting Firm68
Fees68
Pre-Approval Policy68
Transactions with Related Persons69
Stockholder Proposals for the 2027 Annual Meeting70
Delivery of Documents to Stockholders Sharing an Address71
Other Matters72

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ContentsView on SEC.gov

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