Dxp Enterprises Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six director nominees to hold office until the next Annual Meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management is seeking shareholder endorsement to affirm its pay-for-performance program, which combines base salary, short-term cash bonuses tied to profit before tax and company-specific metrics, and long-term restricted stock awards tied to adjusted EBITDA targets and multi-year vesting to align executives’ interests with shareholders. The Compensation Committee engaged an independent consultant (NFP) to benchmark pay and refine program design, and the company emphasizes that a significant portion of NEO pay is performance-based (approximately 82% for the CEO in 2025). The Board cites strong prior shareholder support (over 91% in 2025) and states that a FOR vote signals continued shareholder approval of the Compensation Committee’s philosophy and execution. Although the vote is advisory and not binding, the Board and Compensation Committee will consider the outcome when making future compensation decisions, and they describe governance safeguards such as clawback provisions and committee oversight. Key contexts that bear on this vote include DXP’s recent financial performance (record sales and adjusted EBITDA in 2025), the Compensation Committee’s use of market data and peer benchmarking, and the Company’s emphasis on balancing short-term incentives with long-term retention. A failure to secure shareholder support would be taken into account by the Compensation Committee and could trigger further shareholder engagement and potential program adjustments. Overall, the Company frames the proposal as an opportunity for shareholders to endorse the current pay framework that management believes aligns executive incentives with long-term shareholder value.

3. 3

   Ratification of PricewaterhouseCoopers, LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Dxp Enterprises Inc 2026 annual meeting?

Dxp Enterprises Inc (DXPE) holds its 2026 annual shareholder meeting on Friday, June 12, 2026.

What is the record date for the Dxp Enterprises Inc 2026 meeting?

The record date for the Dxp Enterprises Inc 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dxp Enterprises Inc's 2026 meeting?

The board is presenting 6 director nominees at the Dxp Enterprises Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dxp Enterprises Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Dxp Enterprises Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.