0002011641FALSE00020116412024-12-052024-12-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 5, 2024
FERGUSON ENTERPRISES INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-42200 |
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38-4304133 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
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751 Lakefront Commons
Newport News, Virginia
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23606 |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: +1-757-874-7795
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): |
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class |
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Trading
Symbol(s)
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Name of each exchange
on which registered
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| Common stock, par value $0.0001 per share |
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FERG |
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New York Stock Exchange |
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London Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). |
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Emerging growth company ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
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| Ferguson Enterprises Inc. (the “Company”) held its 2024 annual meeting of stockholders on December 5, 2024 (the “Annual Meeting”). Set forth below are the final voting results from the Annual Meeting. See the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 15, 2024 for more information on each proposal, including the vote required for each proposal to be passed. |
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Proposal 1: Election of Directors |
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VOTES FOR |
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VOTES AGAINST |
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% |
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ABSTENTIONS |
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BROKER NON-VOTES |
| Rekha Agrawal |
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168,964,673 |
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99.81 |
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329,848 |
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0.19 |
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236,627 |
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6,220,312 |
| Kelly Baker |
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167,336,757 |
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98.84 |
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1,961,773 |
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1.16 |
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232,618 |
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6,220,312 |
| Rick Beckwitt |
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169,033,394 |
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99.85 |
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260,365 |
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0.15 |
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237,389 |
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6,220,312 |
| Bill Brundage |
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158,886,694 |
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93.85 |
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10,407,199 |
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6.15 |
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237,255 |
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6,220,312 |
| Geoff Drabble |
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162,689,452 |
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96.10 |
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6,597,959 |
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3.90 |
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243,737 |
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6,220,312 |
| Catherine Halligan |
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166,686,277 |
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98.46 |
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2,608,432 |
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1.54 |
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236,439 |
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6,220,312 |
| Brian May |
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167,436,293 |
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98.90 |
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1,858,304 |
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1.10 |
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236,551 |
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6,220,312 |
| James S. Metcalf |
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167,113,171 |
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98.71 |
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2,181,294 |
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1.29 |
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236,683 |
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6,220,312 |
| Kevin Murphy |
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169,143,859 |
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99.91 |
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153,597 |
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0.09 |
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233,692 |
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6,220,312 |
| Alan Murray |
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161,107,083 |
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95.49 |
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7,611,461 |
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4.51 |
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812,604 |
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6,220,312 |
| Suzanne Wood |
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167,791,423 |
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99.11 |
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1,503,041 |
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0.89 |
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236,684 |
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6,220,312 |
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| Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2025 |
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| VOTES FOR |
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VOTES AGAINST |
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ABSTENTIONS |
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% |
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BROKER NON-VOTES |
| 175,265,926 |
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99.72 |
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111,923 |
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0.06 |
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373,611 |
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0.21 |
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N/A |
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| Proposal 3: Advisory vote to approve the fiscal 2024 compensation of the Company’s Named Executive Officers |
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| VOTES FOR |
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VOTES AGAINST |
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ABSTENTIONS |
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% |
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BROKER NON-VOTES |
| 151,076,280 |
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89.11 |
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14,339,038 |
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8.46 |
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4,115,830 |
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2.43 |
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6,220,312 |
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| Proposal 4: Advisory vote on the frequency of future shareholder advisory votes to approve the compensation of the Company’s Named Executive Officers |
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| ONE YEAR |
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TWO YEARS |
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THREE YEARS |
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ABSTENTIONS |
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BROKER NON-VOTES |
| 167,129,457 |
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98.58 |
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8,190 |
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0.00 |
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2,180,104 |
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1.29 |
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213,397 |
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0.13 |
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6,220,312 |
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| Consistent with the recommendation of the Company’s Board of Directors (the “Board”), a majority of the votes at the Annual Meeting were cast in favor of conducting advisory votes to approve the compensation of the Company’s Named Executive Officers (“Say-on-Pay”) on an annual basis. The Board has considered these voting results and determined that the Company will conduct annual Say-on-Pay votes until the next shareholder advisory vote regarding the frequency of Say-on-Pay votes. |
SIGNATURES
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| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
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Ferguson Enterprises Inc. |
| Date: |
December 6, 2024 |
By: |
/s/ Ian Graham |
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Name: |
Ian Graham |
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Title: |
Chief Legal Officer & Corporate Secretary |
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