DXP Enterprises (DXPE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2026, at the company’s Houston headquarters, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Record 2025 financial results included $2.0 billion in sales, $88.7 million net income, and $225.3 million adjusted EBITDA, with 11% sales growth and 18% EBITDA growth over 2024.

• Six acquisitions were completed in 2025, with $61.7 million invested and $17.0 million returned to shareholders via share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, an advisory say-on-pay resolution, and ratification of PricewaterhouseCoopers LLP as auditor for 2026.

• All classes of stock vote together as a single class, with common stockholders having one vote per share and preferred stockholders one-tenth vote per share.

• Shareholder proposals for the 2027 meeting must be submitted by January 8, 2027.

Board of directors and corporate governance

• The board consists of six directors, four of whom are independent; all directors are elected annually.

• Board committees (Audit, Compensation, IT & Cybersecurity, Nominating & Governance) are composed solely of independent directors.

• Board diversity includes one female and one ethnically diverse director.

• The board emphasizes shareholder engagement, risk oversight, and regular executive sessions without management.