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
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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
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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
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Payment of Filing Fee (Check all boxes that apply):
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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 Summary | 1 |
| Board of Directors | 2 |
| General Information | 5 |
| Proxy Solicitation | 5 |
| Record Date and Voting Securities | 5 |
| Electronic Notice and Mailing | 5 |
| Revocability of Proxies | 6 |
| Other Matters | 6 |
| Solicitation Expenses | 6 |
| Voting Procedures; Quorum; Abstentions; Broker Voting | 6 |
| Security Ownership | 8 |
| Election of Directors | 10 |
| Nominees for Election as Directors | 10 |
| Approval of Nominees | 10 |
| Information About Retiring Directors, Nominees, and Continuing Directors | 10 |
| Directors Retiring in 2026 | 11 |
| Nominees for Election for Three-Year Terms | 12 |
| Directors Whose Terms Expire in 2027 | 16 |
| Directors Whose Terms Expire in 2028 | 19 |
| Corporate Governance | 21 |
| Board of Directors | 21 |
| Board Leadership Structure | 21 |
| Board Committees | 22 |
| Board Risk Oversight | 24 |
| Sustainability Matters | 25 |
| Compensation Committee Interlocks and Insider Participation | 26 |
| Director Nominations Policy | 26 |
| Communications with the Board of Directors; Reporting Questionable Accounting, Internal Accounting Controls, and Auditing Matters | 27 |
| Shareholder Engagement | 27 |
| Delinquent Section 16(a) Reports | 27 |
| Availability of Code of Conduct and Ethics, Bylaws, Corporate Governance Principles, and Committee Charters | 28 |
| Non-Employee Director Compensation | 29 |
| 2025 Non-Employee Director Compensation | 31 |
| 2025 Non-Employee Director Equity Awards | 32 |
| Named Executive Officers | 33 |
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| Compensation Discussion and Analysis | 35 |
|---|---|
| Introduction | 35 |
| Leadership Transition | 35 |
| 2025 Say-on-Pay Results and Considerations | 36 |
| Compensation Philosophy and Objectives | 36 |
| How Do We Determine Executive Pay? | 38 |
| Elements of Executive Compensation | 40 |
| Pay Versus Performance Disclosure | 46 |
| Pay Ratio Disclosure | 50 |
| Perquisites | 50 |
| Additional Information on our Program | 50 |
| Report of the Compensation Committee of the Board of Directors of Trex Company, Inc. | 53 |
| Summary Compensation Table | 54 |
| All Other Compensation Table | 55 |
| Grants of Plan-Based Awards | 55 |
| Outstanding Equity Awards at Fiscal-Year End | 56 |
| 2025 Option / SAR Exercises and Stock Vested | 57 |
| Equity Compensation Plan Information | 58 |
| Retention, Severance, and Change in Control Agreements | 58 |
| Severance and Change in Control Compensation as of December 31, 2025 | 62 |
| The Company’s Compensation Policies and Practices as They Relate to Risk | 63 |
| Report of the Audit Committee of the Board of Directors of Trex Company, Inc. | 64 |
| Advisory Vote on Executive Compensation | 66 |
| Approval of Proposal 2 | 66 |
| Ratification of Appointment of Independent Registered Public Accounting Firm for the 2026 Fiscal Year | 67 |
| Approval of Proposal 3 | 67 |
| Independent Registered Public Accounting Firm | 68 |
| Fees | 68 |
| Pre-Approval Policy | 68 |
| Transactions with Related Persons | 69 |
| Stockholder Proposals for the 2027 Annual Meeting | 70 |
| Delivery of Documents to Stockholders Sharing an Address | 71 |
| Other Matters | 72 |
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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.