Not independent
Tenure on this board
30.4 yrs
6 nominees · 3 ballot items.
Elect six directors; approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers (Say-on-Pay); and ratify PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect six director nominees to hold office until the next Annual Meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
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.
Ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 11.8% | 1,834,312 | $256M |
| 2 | BlackRock, Inc. | 8.6% | 1,332,253 | $186M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 4.4% | 687,553 | $96M |
| 4 | WASATCH ADVISORS LP | 4.1% | 633,641 | $89M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.8% | 591,943 | $83M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 551,518 | $77M |
| 7 | STATE STREET CORP | 3.2% | 501,895 | $70M |
| 8 | BlackRock, Inc. | 2.5% | 383,373 | $54M |
| 9 | FMR LLC | 2.3% | 354,431 | $50M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.0% | 314,873 | $44M |
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