FERGUSON PLC
1020 ESKDALE ROAD, WINNERSH TRIANGLE WOKINGHAM, RG41 5TS.
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VIEW MATERIALS &VOTE
VOTE BY INTERNET - www.proxyvote.comor scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on November 25, 2023. Follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by Ferguson in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903 (International charges apply if outside U.S. and Canada) Use any touch-tonetelephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on November 25, 2023. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The completed proxy card must be received by 11:59 p.m. Eastern Time on November 25, 2023.
U.K. SHAREHOLDERS
For those Shareholders based in the U.K., you may use the above method for returning your vote by mail, or you may return your proxy card to our corporate headquarters at Ferguson plc, Company Secretary, 1020 Eskdale Road, Winnersh Triangle, Wokingham, RG41 5TS. Please note that you will be unable to use the U.S. postage paid envelope for this purpose.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V22293-P97152 | KEEP THIS PORTION FOR YOUR RECORDS |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
FERGUSON PLC
The Board of Directors recommends you vote "FOR" each Director nominee named in Resolution 1, "FOR" each of Resolutions 2-5 and 7-12, and for "1 YEAR" on Resolution 6:
- Election of Directors
Nominees:
1a. Kelly Baker
1b. Bill Brundage
1c. Geoff Drabble
1d. Catherine Halligan
1e. Brian May
1f. James S. Metcalf
1g. Kevin Murphy
1h. Alan Murray
1i. Thomas Schmitt
1j. Nadia Shouraboura
1k. Suzanne Wood - To reappoint Deloitte LLP as the Company's statutory auditor under the Companies (Jersey) Law 1991 until the conclusion of the next Annual General Meeting of the Company.
- To authorize the Audit Committee on behalf of the Board to agree to the compensation of the Company's statutory auditor under the Companies (Jersey) Law 1991.
For Against Abstain
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For | Against | Abstain | |||
4. | To receive the Company's Annual Accounts and Auditors' Report for the | ! | ! | ! | |
fiscal year ended July 31, 2023. | |||||
5. | To approve, on an advisory basis, the compensation of the Company's Named | ! | ! | ! | |
Executive Officers as disclosed in the Proxy Statement for the 2023 Annual | |||||
General Meeting under the heading "Executive Compensation," including | |||||
the Compensation Discussion and Analysis, the compensation tables and the | |||||
related narrative discussion included therein ("Say-on-Pay"). | |||||
1 Year | 2 Years 3 Years Abstain | ||||
6. | To approve, on an advisory basis, the frequency of future | ! | ! | ! | ! |
shareholder advisory votes to approve the compensation of the | |||||
Company's Named Executive Officers ("Say-on-Frequency"). | |||||
For | Against | Abstain | |||
7. | To approve the Ferguson plc 2023 Omnibus Equity Incentive Plan. | ! | ! | ! | |
8. | To authorize the Board to allot equity securities. | ! | ! | ! | |
9. | To authorize the Board to allot equity securities without the application of | ! | ! | ! | |
pre-emption rights. | |||||
10. | To authorize the Board to allot equity securities without the application of | ! | ! | ! | |
pre-emption rights for the purposes of financing or refinancing an acquisition | |||||
or specified capital investment. | |||||
11. | To authorize the Company to purchase its own ordinary shares. | ! | ! | ! | |
12. | To adopt new articles of association of the Company. | ! | ! | ! |
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the
Annual General Meeting to be Held on November 28, 2023:
The Notice of Annual General Meeting and Proxy Statement and 2023 Annual Report are available at
www.proxyvote.com.
V22294-P97152
ANNUAL GENERAL MEETING TO BE HELD ON
TUESDAY, NOVEMBER 28, 2023 AT 3:00 P.M. U.K. TIME (10:00 A.M. EASTERN TIME)
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, being a member(s) of Ferguson plc (the "Company") hereby appoint(s):
Print the name of the person you are appointing if
the Chairperson of the Annual General MeetingORother than the Chairperson of the Annual General Meeting.
as proxy with full power of substitution, in the name, place and stead of the undersigned, to represent and to vote all ordinary shares of the Company which the undersigned is entitled to vote at the Annual General Meeting of the Company to be held on Tuesday, November 28, 2023 at 3:00 p.m. U.K. Time (10:00 a.m. Eastern Time), and at any adjournment or postponement thereof, as directed on the reverse side with respect to the matters set forth on the reverse side, and with discretionary authority on all other matters that properly come before the meeting. If you execute and return this proxy card with no name inserted in the space above, the Chairperson of the Annual General Meeting will be deemed to be your proxy.
This proxy card will be voted as directed. If no direction is given, your proxy will be voted "FOR" the election of each Director nominee named on the reverse side, "FOR" Resolutions 2-5 and 7-12, FOR every "1 YEAR" on Resolution 6, and in the discretion of the proxy upon such other matters as may properly come before the Annual General Meeting.
If you wish to abstain on any particular resolution, you may use the vote "Abstain" option. Abstentions will be treated as a vote withheld. Under Jersey law, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" or "Against" a resolution.
To appoint more than one proxy, you may photocopy this proxy card. If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which the proxy is authorized to act as your proxy in the box above next to where you insert the proxy holder's name. If no number is entered, your proxy will be deemed to be authorized in respect of your full voting entitlement (or in the case of a corporate shareholder, the full voting entitlement for each relevant designated account). If you appoint multiple proxies and wish to give them separate instructions to vote or abstain from voting, please indicate how you wish each proxy to vote or abstain from voting on the reverse side of each proxy card on which you have entered the name of your proxy. For the avoidance of doubt, where multiple proxies are appointed, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. All forms must be signed and should be returned together in the same envelope.
Continued and to be signed on reverse side
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Disclaimer
Ferguson plc published this content on 17 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2023 11:08:07 UTC.