[DEFA14A] Eagle Materials, Inc. Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

The DEFA14A filing from Eagle Materials Inc. (EXP) supplies shareholders with additional proxy information for the 2025 Annual Meeting scheduled for August 4, 2025 in Dallas, Texas. Four voting items are on the agenda: (1) election of three director nominees—George J. Damiris, Martin M. Ellen and David Rush; (2) an advisory “say-on-pay” vote on executive compensation; (3) a non-binding shareholder proposal requesting the declassification of the Board; and (4) ratification of Ernst & Young LLP as independent auditors for fiscal 2026. The Board recommends voting FOR Items 1, 2 and 4 and AGAINST Item 3. Shares voted without specific instructions will default to the Board’s recommendations. Proxy materials can be accessed electronically or requested in hard copy until July 21, 2025, and online voting is open through 11:59 p.m. ET on August 3, 2025.

Positive

• None.

Negative

• Board recommends AGAINST declassifying the Board, a position that may be viewed unfavorably by governance-oriented shareholders seeking annual director elections.

Insights

Corporate Governance Expert

TL;DR: Routine proxy: board supports incumbents & compensation, opposes declassification; governance issue noted, but financial impact minimal.

This DEFA14A is primarily procedural. Re-electing directors, approving auditor retention and holding a say-on-pay vote are standard matters that rarely move valuation. The notable point is the Board’s recommendation against declassifying itself; many investors view annual elections as stronger governance. Resistance may attract proxy-advisory scrutiny, yet the measure is only advisory and thus unlikely to create near-term financial consequences. Overall, the filing does not alter EXP’s risk profile or fundamentals, but governance-focused investors may flag the stance on Item 3.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

EAGLE MATERIALS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Your Vote Counts! EAGLE MATERIALS INC. 2025 Annual Meeting Vote by August 03, 2025 11:59 PM ET Eagle Materials EAGLE MATERIALS INC. 5960 BERKSHIRE LANE, SUITE 900 DALLAS, TX 75225

You invested in EAGLE MATERIALS INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on August 04, 2025.

Get informed before you vote

View the Notice & Proxy Statement, Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to July 21, 2025. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a Control number Vote in Person at the Meeting* August 04, 2025 8:00 AM LST The Douglas Conference Center 8343 Douglas Avenue, Suite 125 Dallas, TX 75225

*Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 Vote at www.ProxyVote.com

 THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items				Board Recommends
1.		Election of Directors Nominees:
1a.		George J. Damiris		For
1b.		Martin M. Ellen		For
1c.		David Rush		For
2.		Advisory resolution to approve the compensation of our named executive officers.		For
3.		Non-binding advisory stockholder proposal requesting the declassification of our Board of Directors.		Against
4.		To approve the expected appointment of Ernst & Young LLP as independent auditors for fiscal year 2026.		For
NOTE: THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 4 AND AGAINST ITEM 3. IF ANY OTHER MATIERS PROPERLY COME BEFORE THE MEETING, THE PROXIES NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION. BY EXECUTING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES PRIOR PROXIES RELATING TO THE MEETING.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.

FAQ

When is Eagle Materials' (EXP) 2025 Annual Meeting?

The meeting is scheduled for August 4, 2025 at 8:00 a.m. LST in Dallas, Texas.

What proposals are shareholders voting on at EXP's 2025 AGM?

Four items: elect three directors, advisory approval of executive pay, a shareholder proposal to declassify the Board, and ratification of Ernst & Young LLP as FY 2026 auditors.

What are the Board of Directors' recommendations on each item?

The Board recommends FOR Items 1, 2 and 4, and AGAINST Item 3 (Board declassification).

How can EXP shareholders access proxy materials or vote?

Materials are at www.ProxyVote.com; votes may be cast online, by phone, by mail, or in person. Online voting closes August 3, 2025 at 11:59 p.m. ET.

Who is proposed as Eagle Materials' independent auditor for FY 2026?

The Board seeks shareholder approval to appoint Ernst & Young LLP.