Annual General Meeting Transcript - FERG 2026-04-30

Geoff Drabble, Chairman

Good afternoon and welcome to the 2026 Annual Meeting of Stockholders of Ferguson Enterprises, Inc. I'm Geoff Drabble, Board Chair, and I will act as Chair of this Annual Meeting and Acting as Secretary is Ian Graham, our Chief Legal Officer and Corporate Secretary. I now call the meeting to order. This meeting is being held pursuant to the notice of annual meeting provided to the company stockholders as of the record date for this meeting. As a reminder, if you voted your shares prior to the start of the meeting, your vote has been received by the company's inspector of elections and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote. Before we proceed to the business of the meeting, I will quickly go through some introductions. First, I would like to introduce the other members of our board of directors who are standing for election today. They are Kevin Murphy, President and CEO, Bill Brundage, CFO, Kelly Baker, Chair of the Compensation Committee, Alan Murray, Chair of the Nominations and Governance Committee and Suzanne Wood, Chair of Audit Committee We also have Recha Agrawal, Rick Beckwith, Cathy Halligan, Brian May and James Metcalf who are all independent directors Also joining us today is Brad Vinyard of Deloitte & Touche LLP the company's independent registered public accounting firm Finally, the Board of Directors has appointed James Raitt of American Election Services, LLC, to serve as the Inspector of Election for this meeting, and he is on the line. There will be an opportunity for shareholders to ask questions related to the three items of business once the polls have opened in a few minutes. And following the formal business of the meeting, there will be a general Q&A session where shareholders can ask questions unrelated to the three items of business. Questions can be submitted using the Ask a Question button in the virtual meeting platform. Please refer to the meeting rules of conduct posted on the meeting platform for additional guidance regarding the procedures for the meeting and the Q&A session. I will now hand over to Ian.

Ian Graham, Other

Thank you, Geoff. At the close of business on the record date, 194,392,950 shares of common stock of the company were outstanding and entitled to vote at this meeting. Only holders of common stock on the record date are entitled to vote at this meeting. I am advised by the Inspector of Election that a majority of the shares outstanding and entitled to vote at the meeting is represented such that quorum is present. Therefore, I determine that the meeting is authorized to transact business. We will now move on to the formal business of the meeting. The polls are now open. The first item of business to be considered at today's meeting is the election of each of the 11 director nominees to serve until the next annual meeting and until their respective successors are elected and qualified. The Board of Directors has nominated the following for election, each of whom currently serves as a director. Rekha Agrawal, Kelly Baker, Rick Beckwitt, Bill Brundage, Jeff Drabble, Kathy Halligan, Brian May, James S. Metcalf, Kevin Murphy, Alan Murray, and Suzanne Wood. The company's bylaws require that a shareholder provide advance written notice to the corporate secretary of their intent to nominate any persons as directors. No such notice was received by the January 30, 2026 deadline. Accordingly, I declare the nominations for directors to be closed. The second item of business to be considered at today's meeting is a proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal 2026. And the last item of business today is a proposal to approve, on an advisory basis, the compensation of the company's named executive officers for the five-month transition period from August 1, 2025 to December 31, 2025. Each of these proposals and the relevant vote required to pass each proposal is described in detail in the proxy statement. We will now take any questions or comments related to these three items of business you have received no questions related to the three items of business accordingly we will proceed to vote on the three items presented for shareholder consideration at the meeting if you have not already voted or wish to change your previously cast vote you can do so now following the instructions on your screen I will pause for a moment so anyone wishing to wishing to can submit their vote the inspector of election has presented his preliminary report based on the results, I can confirm that each of the 11 directors nominated by the board for election has been duly elected to serve a one-year term expiring at the company's next annual meeting. The appointment of Deloitte & Touche LLP has been ratified and the compensation of the named executive officers for the five-month transition period from August 1, 2025 to December 31, 2025 has been approved on an advisory basis. The final voting results will be filed with the SEC on a Form 8K report within four business days of this meeting. I will now hand back to Jeff.

Geoff Drabble, Chairman

There being no further items, the motion of this meeting is hereby adjourned. Now the formal business has been concluded. We will take any other questions or comments that you may have. We currently have no questions, but if you want to ask a question, please enter it using the ask a question button in the virtual meetings and accordingly this concludes our q a session and this meeting is now ended the conference is now concluded thank you for attending today's presentation you may now disconnect