Eagle Materials (EXP) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 30, 2026, with voting on key governance and compensation matters.

• Shareholders can vote in person or by proxy, with materials available online and by mail.

• The record date for voting rights is June 1, 2026, with 30,895,479 shares outstanding.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to declassify the board, transitioning to annual director elections by 2029.

• Amendment to allow shareholders with 25% ownership to call special meetings.

• Approval of Ernst & Young LLP as independent auditors for fiscal 2027.

Board of directors and corporate governance

• Board consists of nine directors, 89% independent, with an average tenure of 9.8 years.

• Diverse skills and backgrounds represented, including finance, M&A, sustainability, and industry expertise.

• Board leadership is separated between the CEO and Chairman roles.

• All directors attended at least 75% of meetings in fiscal 2026.

• Board committees include Audit, Compensation, Governance, and Executive Committees.