QXO (QXO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 12, 2025, as a virtual event, with voting open to holders of common and convertible preferred stock as of March 20, 2025.

• Key proposals include electing seven directors, ratifying Deloitte as auditor for 2025, and an advisory vote on executive compensation.

• The company underwent a $1 billion equity investment in June 2024, resulting in significant changes to board composition and management.

• A major acquisition of Beacon Roofing Supply is expected to close in April 2025, positioning the company for substantial growth.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Deloitte as auditor, and approving executive compensation on a non-binding basis.

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2026 meeting between January 12 and February 11, 2026.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent; Brad Jacobs serves as chairman and CEO.

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

• The board emphasizes diversity, expertise, and annual evaluations, with majority voting and resignation requirements for directors not receiving majority support.

• JPE, controlled by Brad Jacobs, has significant nomination rights based on its ownership stake.