QXO (QXO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 5, 2026, via live webcast, with voting rights for holders of common and convertible perpetual preferred stock as of March 9, 2026.

• Key proposals include electing seven directors, ratifying Deloitte as auditor for 2026, and an advisory vote on executive compensation.

• The company is the largest publicly traded distributor of roofing and building products in North America, targeting $50 billion in annual revenues within a decade through acquisitions and organic growth.

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

Voting matters and shareholder proposals

• Proposals: election of seven directors, ratification of Deloitte as auditor, and advisory say-on-pay vote.

• Board recommends voting FOR all proposals.

• Majority voting standard applies for director elections; directors not receiving a majority must tender resignation.

• Shareholders can submit proposals and director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of seven members, five of whom are independent; all committees are fully independent.

• Board composition reflects diverse expertise in operations, finance, technology, governance, and sustainability.

• Lead independent director and annual board evaluations support governance.

• JPE holds rights to nominate a portion of the board based on ownership thresholds.

• Corporate Governance Guidelines and Code of Business Ethics are in place and reviewed annually.