TopBuild (BLD) Proxy Filing summary

Executive summary

• Achieved $5.4 billion in sales and over $1 billion in adjusted EBITDA in 2025, marking a decade of strong growth since the 2015 spin-off.

• Completed seven acquisitions in 2025, adding $1.2 billion in annual revenue and expanding into commercial roofing and mechanical insulation.

• Returned $434 million to shareholders via share repurchases in 2025, totaling over $2 billion returned over the past decade.

• Maintains a robust acquisition pipeline and a clear strategy for continued profitable growth and capital efficiency.

• Recognized for workplace culture, earning Great Place to Work® certification for the third consecutive year.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors for one-year terms, ratify PwC as independent auditor for 2026, and approve executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 17, 2026.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; separate Chair and CEO roles.

• Board diversity: 38% women, 25% ethnically diverse, average tenure 8 years, average age 62.

• All committees (Audit, Compensation, Governance) are composed entirely of independent directors.

• Annual board and committee self-assessments, majority voting for uncontested elections, and robust shareholder engagement practices.