DXP ENTERPRISES INC
For the period ended Dec 31, 2025. Filed Apr 30, 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.
Dec 31, 2025 · Filed Apr 30, 2026
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DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 1
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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☐ Preliminary Proxy Statement
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☑ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
DXP Enterprises, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 2
DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 3
(713) 996-4700
LETTER FROM OUR CEO
April 30, 2026
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of DXP Enterprises, Inc. to be held at 10:00 a.m., Central Time, on Friday, June 12, 2026 at the Company's principal executive offices located at 5301 Hollister St., Houston, Texas 77040.
This year you will be asked to consider proposals concerning the election of directors. Shareholders will also be asked to consider and act upon an advisory non-binding resolution approving the Company’s Named Executive Officers ("NEOs") compensation and the ratification of the appointment of PricewaterhouseCoopers, LLP, as the independent registered public accounting firm for the Company for fiscal year 2026. These matters are explained more fully in the attached proxy statement, which you are encouraged to read.
The Board of Directors recommends that you approve the proposals and urges you to vote at your earliest convenience, whether or not you plan to attend the Annual Meeting.
Thank you for your cooperation.
Sincerely,
/s/ David R. Little
David R. Little
Chairman of the Board,
President and Chief Executive Officer
DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 4
Notice of Annual Meeting of Shareholders to be Held on June 12, 2026
ITEMS OF BUSINESS
The Annual Meeting of the Shareholders (the "Annual Meeting") of DXP Enterprises, Inc., a Texas corporation (the "Company"), will be held on Friday, June 12, 2026, at 10:00 a.m., Central Time, at the Company's principal executive offices located at 5301 Hollister St., Houston, Texas 77040, for the following purposes:
| 1 | Elect six board of director nominees to hold office as directors until the next Annual Meeting and until their respective successors are duly elected and qualified or their earlier resignation or removal. |
| 2 | Approve, on a non-binding, advisory basis, the compensation of the named executive officers. |
| 3 | Ratify the appointment of PricewaterhouseCoopers, LLP, as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2026. |
| 4 | Transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
WHO CAN VOTE?
The holders of record of Common Stock, Series A Preferred Stock, and Series B Preferred Stock at the close of business on April 21, 2026, will be entitled to vote at the Annual Meeting. Please note that there are separate forms of proxy cards for each class of stock.
By Order of the Board of Directors,
/s/ David R. Little
David R. Little
Chairman of the Board,
President and Chief Executive Officer
April 30, 2026
DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 5
| TABLE OF CONTENTS | ||
|---|---|---|
| Notice of Annual Meeting of Shareholders | 5 | |
| Proxy Statement Summary | 7 | |
| Availability of Proxy Materials | 8 | |
| Fiscal Year 2025 Business Highlights | 9 | |
| Corporate Governance Highlights | 12 | |
| Proposal 1: Election of Directors | 19 | |
| Corporate Governance and Other Board Matters | 22 | |
| Board's Role in Risk Oversight | 24 | |
| Consideration of Shareholder Recommendations | 28 | |
| Security Ownership Certain Beneficial Owners and Management | 32 | |
| Proposal 2: Advisory Vote on Compensation of CEO and Named Executive Officers ("Say-on-Pay") | 33 | |
| Compensation Discussion and Analysis | 34 | |
| Compensation Committee Report | 41 | |
| Executive Officers | 44 | |
| 2025 Summary Compensation Table | 46 | |
| Outstanding Equity Awards | 47 | |
| Options Exercises and Stock Vested | 48 | |
| Grants of Plan-Based Awards | 48 | |
| CEO Pay Ratio | 49 | |
| Pay Versus Performance | 50 | |
| Audit Committee Reports | 54 | |
| Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 53 | |
| Principal Auditor Fees and Services | 54 | |
| Certain Relationships and Related Person Transactions | 55 | |
| Delinquent Section 16(a) Reports | 55 | |
| Equity Compensation Plan Information | 55 | |
| Proposals For Next Annual Meeting | 56 | |
| Householding of Proxy Materials | 59 | |
| Incorporation By Reference | 59 | |
| Other Matters | 59 | |
DXP ENTERPRISES, INC. 2026 PROXY STATEMENT 6
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