Trex (TREX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 6, 2025, to elect three directors, hold a say-on-pay vote, and ratify Ernst & Young LLP as auditor for 2025.

• Proxy materials are provided electronically to reduce environmental impact and costs.

• Shareholders of record as of March 10, 2025, are eligible to vote, with each share entitled to one vote per item.

Voting matters and shareholder proposals

• Proposals include election of three directors, advisory approval of executive compensation, and ratification of the independent auditor.

• Board recommends voting FOR all proposals, citing director qualifications, pay-for-performance philosophy, and auditor expertise.

• Majority vote required for approval; specific procedures for abstentions and broker non-votes are outlined.

Board of directors and corporate governance

• Board consists of ten directors, with a mix of independent and non-independent members; only the CEO is not independent.

• Board leadership includes a non-executive Chairman, Vice Chairman, and Lead Independent Director.

• Three standing committees: Audit, Compensation, and Nominating/Corporate Governance, all chaired by independent directors.

• Board and committees met regularly in 2024, with high attendance.

• Director nominations consider diversity, experience, and independence; shareholders may recommend candidates.