Eagle Materials Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the three Class II director nominees (Margot L. Carter, Michael R. Nicolais, Mary P. Ricciardello) to serve three-year terms.

2. 2

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

   ManagementBoard: FOR

   Non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   The Board is asking stockholders to approve, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management seeks endorsement of its pay philosophy, which emphasizes pay-for-performance through a mix of base salary, annual cash incentives tied to operating earnings/EBITDA and long-term equity awards partially conditioned on return on equity and TSR. The Compensation Committee explains its process: engagement of an independent consultant, use of peer benchmarking, annual review of goals and discretionary negative adjustments, and the structure of long-term awards (50% performance-vesting, 50% time-vesting) with double-trigger change-in-control protections. Because the vote is advisory, a favorable result would signal stockholder support and is intended to inform future compensation decisions; a negative result would prompt the Compensation Committee to consider changes. The Board recommends a vote FOR, citing alignment with stockholder interests and strong prior say-on-pay support.

3. 3

   Approval of Amendment to Certificate of Incorporation to Declassify the Board

   ManagementBoard: FOR

   Approve an amendment to the Restated Certificate of Incorporation to eliminate the classified board and transition to annual election of all directors (phased in through 2029).

   More detail

   The Board seeks shareholder approval to amend the company's Restated Certificate of Incorporation to eliminate the classified, staggered board and transition to annual elections, with the declassification phased to be complete by 2029. Management frames the proposal as responsive to a 2025 shareholder vote in favor of declassification and argues that annual elections enhance director accountability and align with prevalent governance practices. The amendment will not unseat current directors mid-term but will prevent future classification of new directors, preserving continuity while moving to more frequent shareholder oversight. The Board recommends FOR and believes the change aligns with shareholder interests and corporate governance norms. The required vote is two-thirds of combined voting power, so the proposal reflects a substantial governance change requiring broad support.

4. 4

   Approval of Amendment to Certificate of Incorporation to Create a Stockholder Right to Call Special Meetings

   ManagementBoard: FOR

   Approve an amendment to the Restated Certificate of Incorporation and Bylaws to allow stockholders holding 25% or more of voting power to demand a special meeting, subject to procedural requirements and exclusions.

   More detail

   Management proposes to amend the charter and bylaws to give stockholders holding at least 25% of the company's voting power the ability to call special meetings, with procedural requirements (information, timing, and limitations) and Board discretion to refuse improperly framed requests or those proposing matters not proper for stockholder action. The Board notes this threshold mirrors common S&P 500 practice and is intended to provide a meaningful right without enabling opportunistic activism. The proposal requires a two-thirds vote to amend the charter; the bylaws' implementing provisions detail form, timing, notice, and permissible business. The Board supports the amendment as a governance enhancement reflecting investor feedback and recommends FOR.

5. 5

   Approval of Expected Appointment of Ernst & Young LLP as Independent Auditors

   ManagementBoard: FOR

   Vote to approve the expected appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year ending March 31, 2027.

Upcoming shareholder meetings at Eagle Materials Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Eagle Materials Inc 2026 annual meeting?

Eagle Materials Inc (EXP) holds its 2026 annual shareholder meeting on Thursday, July 30, 2026.

What is the record date for the Eagle Materials Inc 2026 meeting?

The record date for the Eagle Materials Inc 2026 meeting is Monday, June 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Eagle Materials Inc's 2026 meeting?

The board is presenting 3 director nominees at the Eagle Materials Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Eagle Materials Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Eagle Materials Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.