QXO (QXO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 9, 2024, as a virtual event for all shareholders of record as of November 1, 2024.

• Key proposals include electing seven directors, ratifying the auditor, advisory votes on executive compensation, and the frequency of future say-on-pay votes.

• The company’s strategy is to become a tech-forward leader in building products distribution, targeting significant revenue growth through acquisitions and organic expansion over the next decade.

• A $1 billion equity investment was completed in June 2024, resulting in a reconstituted board and new governance arrangements.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Marcum LLP as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes (board recommends annual votes).

• Shareholders of both common and convertible preferred stock are eligible to vote, with preferred shares carrying approximately 219 votes each.

• Proposals require a majority of votes cast or present, with specific rules for broker non-votes and abstentions.

• Shareholder proposals for the 2025 meeting must be submitted by December 10, 2024.

Board of directors and corporate governance

• The board consists of seven members, with five independent directors and a lead independent director.

• Board committees (Audit, Compensation and Talent, Nominating/Corporate Governance/Sustainability) are composed entirely of independent directors.

• JPE, as a major investor, has the right to designate a majority of board members as long as it maintains certain ownership thresholds.

• The board emphasizes diversity, relevant expertise, and annual self-evaluations.

• Corporate Governance Guidelines and a Code of Business Ethics were adopted in June 2024.