Topbuild Corp

1. 1

   QXO Share Issuance Proposal

   ManagementBoard: FOR

   Approve issuance of QXO common shares to TopBuild stockholders (and shares to be issued or reserved in connection with the mergers) required under NYSE rules because issuance would exceed 20% of QXO outstanding voting power; approval is a condition to closing the mergers.

   More detail

   This proposal seeks QXO stockholder approval to issue a significant number of QXO shares in connection with the proposed mergers with TopBuild — an issuance that, together with conversion of TopBuild equity awards, would exceed NYSE thresholds and therefore requires stockholder authorization under Listing Rule 312.03(c). Management frames the issuance as necessary to effect the agreed merger consideration (cash-or-stock election with proration) and as a precondition to closing; the proxy makes clear that approval is a condition to consummation. From a governance perspective, the vote consolidates a major dilution event and transfers economic interests to TopBuild shareholders and holders of converted TopBuild awards, altering post-transaction ownership and voting power — the proxy estimates roughly a 70/30 split of pro forma equity between pre-transaction QXO holders and TopBuild holders under illustrative election assumptions. The board’s unanimous recommendation and the supporting fairness opinions disclosed in the proxy reflect that QXO’s directors, having negotiated terms and considered financial advice, view the issuance as fair and in QXO’s interest; however, stockholders need to weigh dilution, strategic rationale, and financing risks disclosed elsewhere in the filing. Key execution risks include proration mechanics that may result in mixed cash/stock consideration per holder, potential volatility in QXO share price that affects perceived value of the stock alternative, and the substantial post-closing leverage reflected in the debt financing disclosure. The proxy also includes customary deal protections, termination fees and voting agreements (notably a supporting stockholder committed to vote in favor), which can increase the likelihood of approval but may limit alternative bidder dynamics. For an informed vote, investors should assess the merger consideration relative to TopBuild’s standalone prospects, the impact on pro forma capitalization and liquidity, any conditionality tied to financing, and the long-term strategic rationale described in the “The Mergers” section. In sum, the proposal is transaction-enabling: approval authorizes the necessary equity issuance to complete the mergers, but it transfers substantial ownership to TopBuild stakeholders and therefore merits scrutiny of valuation, dilution, and financing execution risks disclosed in the proxy.

2. 1

   TopBuild Merger Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated April 18, 2026 (the merger agreement) under which TopBuild will merge into QXO’s subsidiaries; adoption by a majority of outstanding TopBuild shares is a condition to closing.

   More detail

   This is the primary transaction approval: TopBuild stockholders are asked to adopt the merger agreement that effectuates a two-step merger structure (Titanium Merger followed by Forward Merger) under which each outstanding TopBuild share will be converted into a cash-or-stock election (cash $505.00 or 20.200 QXO shares per TopBuild share) subject to proration. Adoption by a majority of outstanding TopBuild shares is a statutory condition under DGCL Section 251 and is therefore a closing condition; failure to approve prevents consummation. The TopBuild board, supported by fairness opinions from financial advisors, has unanimously concluded the terms are in TopBuild stockholders’ best interests; the proxy discloses negotiated protections including a termination fee and deal protections, and describes fiduciary exceptions allowing the board to consider superior proposals with procedural notice and matching mechanics. Key investor considerations include the adequacy of the cash and stock alternatives in light of TopBuild’s standalone prospects and the proration mechanism which can affect realized consideration by holders depending on election mix. The proxy also discloses related-party interests, executive compensation effects, financing commitments, and potential pro forma ownership and leverage impacts which materially bear on the risk/return calculus. From a governance and competitive dynamic perspective, the presence of a supporting stockholder voting agreement (for QXO matters) increases the probability of closing but also concentrates influence, while the merger agreement’s no-solicit and matching provisions limit alternative bidders unless specified procedures are followed. Post-closing integration risks, synergy realization, and the financing execution risk (including interest-rate exposure on variable debt) are material; sophisticated holders should weigh the financial advisors’ fairness opinions, management projections and sensitivity to market conditions in forming a vote. Overall, the proposal asks stockholders to approve a complete change of control transaction for consideration that mixes cash and equity via proration mechanics, and the vote should reflect judgment about valuation, governance protections, and execution risk.

3. 2

   QXO Charter Amendment Proposal

   ManagementBoard: FOR

   Approve amendment of QXO’s certificate of incorporation to increase authorized QXO shares from 2,000,000,000 to 4,000,000,000; not a condition to closing but recommended by the QXO board.

   More detail

   This proposal requests shareholder approval to double QXO’s authorized common shares to 4,000,000,000 (plus preferred stock), a housekeeping and capitalization flexibility measure that is not required for closing the mergers but is being proposed by QXO in connection with the transaction. Management frames the increase as necessary to ensure sufficient authorized shares for the merger-related issuance, other corporate purposes and future corporate needs; it disclaims any intent for anti-takeover use and says it is unaware of any attempted takeover. Practically, increasing authorized shares is a routine corporate governance action that removes a potential administrative obstacle to future issuances (including, but not limited to, the merger issuance) and provides board flexibility for capital structure decisions, equity-based compensation and other corporate actions. However, from a shareholder perspective, increasing authorized shares can be dilutive if the board later issues additional shares without further shareholder approval; the board attempts to mitigate that concern by stating it does not intend to use the amendment as an anti-takeover device. The vote is advisory to the merger closing (i.e., not a closing condition), so approval or rejection will not directly prevent consummation of the mergers but could affect QXO’s operational flexibility post-closing. The board’s unanimous recommendation and the surrounding disclosures (including a separate, conditional issuance vote) suggest the amendment is largely procedural in support of the transaction and future flexibility. Investors should consider the amendment in the context of the overall dilution and capitalization effects disclosed in the proxy and the governance safeguards (or lack thereof) around future issuances. Overall, the proposal is low complexity but important for long-term capital structure; shareholders concerned about potential dilution should monitor any subsequent issuance proposals.

4. 2

   TopBuild Compensation Proposal

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve compensation that may be paid or become payable to TopBuild’s named executive officers in connection with the mergers, as required by Section 14A and Rule 14a-21(c); advisory only and not a condition to closing.

   More detail

   This is a Say-on-Pay style advisory vote required under Section 14A and Rule 14a-21(c) for merger-related compensation payable to named executive officers; it seeks investor sentiment on severance, acceleration, or other payments tied to the transaction. The vote is explicitly non-binding and independent from the merger adoption vote, meaning the merger can close regardless of outcome and compensation will be paid according to contractual terms irrespective of this advisory result. Management frames the vote as an opportunity for shareholders to express views on the merger-related pay arrangements; the board unanimously recommends approval, reflecting confidence in the reasonableness or necessity of the arrangements for retention and orderly transition. From an evaluative perspective, stockholders should review the quantified payments and benefits disclosure (including severance plans, equity treatment, and any single-trigger or double-trigger provisions), governance comparators, and whether payments are structured to align management incentives with transaction value and post-close integration. Key controversies often include size of payouts relative to performance, the presence of excise-tax gross-ups, and whether payments are appropriately tied to continued service and shareholder value creation rather than automatic windfalls; the proxy contains disclosure to permit assessment. Although advisory, a negative vote can signal shareholder discontent and lead to reputational consequences and potential adjustments to future compensation practices or increased engagement. Institutional investors often weigh the advisory result along with fairness opinions, financing structure, and long-term strategic rationale when assessing the transaction holistically. Overall, the proposal is a governance checkpoint: it does not block the deal but provides a formal vehicle for shareholder feedback on transaction-specific executive remuneration.

5. 3

   QXO Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the QXO special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the QXO share issuance proposal at the time of the meeting; not a condition to closing.

   More detail

   This procedural proposal would permit QXO to adjourn its special meeting to continue soliciting proxies if there are insufficient votes to approve the QXO share issuance at the initial meeting date. Management recommends the adjournment to maximize the possibility of obtaining the necessary vote for the issuance, which is a condition to closing; the adjournment does not itself affect closing conditions. Adjournment mechanics allow previously submitted proxies to be revoked before they are voted and can be used to extend solicitation efforts without reopening the formal approval process. For investors, adjournment proposals are routine and typically non-controversial, but they can be strategically significant when a required vote is on a knife-edge because they allow management time to pursue additional support, including outreach to large holders and broker-dealers. The voting standard treats abstentions as against when determining the outcome if quorum rules specify, so holders should be mindful of abstention consequences. The board’s unanimous recommendation signals management confidence in eventual approval and intent to use the tool only if necessary. In evaluating the adjournment vote, shareholders should consider whether they wish to preserve their earlier instructions or give management the flexibility to continue solicitation; the proxy identifies default voting behavior for unmarked proxies in favor of adjournment when paired with approval of the primary proposals. Overall, this is a standard meeting-management proposal designed to facilitate a completed vote if the issuance vote is not assured on the scheduled date.

6. 3

   TopBuild Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the TopBuild special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the meeting; not a closing condition.

   More detail

   This routine procedural proposal seeks authority to adjourn the TopBuild special meeting to continue solicitation efforts if the merger adoption vote is not assured on the scheduled meeting date. Management recommends adjournment when prudent to obtain the required majority of outstanding shares for the merger vote; unlike the adoption vote, the adjournment is not a condition to closing but is an enabling step to achieve approval when votes are short. The proxy explains mechanics including revocability of prior proxies and default voting behavior for unmarked proxies paired with a favorable merger vote, and sets the voting thresholds under both quorum-present and no-quorum scenarios. For shareholders, adjournment votes are generally non-controversial, but can be strategically significant when outcome is close; they allow time for further outreach to large holders and proxy advisory groups to sway the result. The board’s unanimous endorsement indicates intent to use this tool only as necessary and to preserve the chance of closing the transaction if initial votes fall short. Investors should be aware that multiple adjournments are limited in timing under the merger agreement and that adjournment can extend uncertainty for both companies’ operations and stock prices. Overall, the proposal facilitates meeting logistics and is aligned with management’s objective to secure the necessary approvals while preserving shareholders’ right to revoke proxies prior to voting.

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When is the Topbuild Corp 2026 special meeting?

Topbuild Corp (BLD) holds its 2026 special shareholder meeting on Monday, June 29, 2026.

What is the record date for the Topbuild Corp 2026 meeting?

The record date for the Topbuild Corp 2026 meeting is Tuesday, May 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Topbuild Corp's 2026 meeting?

The board is presenting 9 director nominees at the Topbuild Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Topbuild Corp 2026 meeting?

Shareholders will vote on 6 proposals at the Topbuild Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.