Patrick Industries (PATK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, will be held virtually; shareholders can vote online, by phone, or mail.

• 2024 saw strategic acquisitions (Sportech, RecPro) to diversify and strengthen market position, especially in Powersports and aftermarket solutions.

• Net sales for 2024 were $3.72B, with an operating margin of 6.9% and operating cash flows of $327M.

• Debt refinancing in Q3 2024 improved liquidity, reduced fixed-rate debt costs, and extended maturity profile.

• Board and management remain focused on operational efficiency and long-term growth as end markets recover.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, ratification of Deloitte as auditor, advisory vote on executive compensation, increase in authorized common stock, and frequency of say-on-pay votes.

• Board recommends voting FOR all proposals and an annual say-on-pay vote.

• Proposal to increase authorized common stock from 40M to 60M shares to support future growth and flexibility.

Board of directors and corporate governance

• Board consists of nine members, seven of whom are independent; two new nominees for 2025.

• Board committees: Audit, Compensation, Corporate Governance and Nominations, all chaired by independent directors.

• Board diversity: 33% gender or racially/ethnically diverse; average tenure 11.9 years.

• Lead Independent Director role established; annual review of governance documents and succession planning.

• Board-level oversight of ESG matters; sustainability reporting follows SASB framework.