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.

• Proxy materials are distributed electronically, with options for paper copies upon request.

• Shareholders can vote online, by phone, mail, or in person, with a record date of June 1, 2026.

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 diverse skills and backgrounds.

• Board leadership is separated between the Chairman and CEO.

• Committees include Audit, Compensation, Governance, and Executive, all with defined charters and independent membership.

• Directors are encouraged to attend all meetings; all attended at least 75% of meetings in fiscal 2026.