Ferguson Enterprises (NYSE: FERG) details shareholder vote counts for directors

Rhea-AI Filing Summary

Ferguson Enterprises Inc. reported the results of shareholder voting in connection with a recent shareholder meeting. The disclosure lists vote totals for a slate of directors, including Rekha Agrawal, Kelly Baker, Rick Beckwitt, Bill Brundage, Geoff Drabble, Cathy Halligan, Brian May, James S. Metcalf, Kevin Murphy, Alan Murray, and Suzanne Wood, each with a large number of votes cast in favor compared with votes against and abstentions, plus broker non-votes. The report also includes vote counts on additional matters presented to shareholders, with separate totals for votes for, votes against, and abstentions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 3, 2025

FERGUSON ENTERPRISES INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42200

38-4304133

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

751 Lakefront Commons Newport News, Virginia

23606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: +1-757-874-7795

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

FERG

New York Stock Exchange

London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Ferguson Enterprises Inc. (the “Company”) held its 2025 annual meeting of stockholders on December 3, 2025 (the “Annual Meeting”). See the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 15, 2025 for more information on each proposal, including the vote required for each proposal to be passed.

Set forth below are the final voting results from the Annual Meeting.

Based on such results, the stockholders (i) elected each of the eleven director nominees to hold office until the Company’s next annual meeting of stockholders and until such director’s successor shall have been elected and qualified; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the transition period from August 1, 2025 to December 31, 2025; and (iii) approved, on an advisory basis, the fiscal 2025 compensation of the Company’s named executive officers.

Proposal 1: Election of directors

						VOTES FOR						VOTES AGAINST						ABSTENTIONS						BROKER NON-VOTES
Rekha Agrawal						167,729,550						830,701						151,836						5,223,823
Kelly Baker						166,956,340						1,663,097						92,650						5,223,823
Rick Beckwitt						168,389,389						225,145						97,553						5,223,823
Bill Brundage						155,601,769						13,015,238						95,080						5,223,823
Geoff Drabble						167,104,953						1,507,836						99,298						5,223,823
Cathy Halligan						167,977,952						615,605						118,530						5,223,823
Brian May						167,597,739						1,013,952						100,396						5,223,823
James S. Metcalf						167,456,013						1,157,755						98,319						5,223,823
Kevin Murphy						168,562,540						49,628						99,919						5,223,823
Alan Murray						158,876,117						9,247,311						588,659						5,223,823
Suzanne Wood						168,579,459						31,916						100,712						5,223,823

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the transition period from August 1, 2025 to December 31, 2025

VOTES FOR

VOTES AGAINST

ABSTENTIONS

BROKER NON-VOTES

173,671,405

196,866

67,639

N/A

Proposal 3:  Advisory vote to approve the fiscal 2025 compensation of the Company’s named executive officers

VOTES FOR						VOTES AGAINST						ABSTENTIONS						BROKER NON-VOTES
153,746,045						14,092,142						873,900						5,223,823

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
						Ferguson Enterprises Inc.
Date:			December 4, 2025			By:			/s/ Ian Graham
						Name:			Ian Graham
						Title:			Chief Legal Officer & Corporate Secretary

FAQ

What did Ferguson Enterprises Inc. (FERG) disclose in this 8-K filing?

Ferguson Enterprises Inc. disclosed detailed shareholder voting results from a recent shareholder meeting, including vote counts for directors and other matters presented to shareholders.

Which directors had voting results reported for Ferguson Enterprises Inc. (FERG)?

The filing lists vote totals for Rekha Agrawal, Kelly Baker, Rick Beckwitt, Bill Brundage, Geoff Drabble, Cathy Halligan, Brian May, James S. Metcalf, Kevin Murphy, Alan Murray, and Suzanne Wood.

What voting categories were reported for Ferguson Enterprises Inc. (FERG)?

The filing reports, for each item, the number of votes for, votes against, abstentions, and, where applicable, broker non-votes.

Were broker non-votes included in Ferguson Enterprises Inc. (FERG) director vote tallies?

Yes. For each director, the filing shows a separate total for broker non-votes in addition to votes for, votes against, and abstentions.

Does this Ferguson Enterprises Inc. (FERG) 8-K include financial results or major transactions?

No. The content of this 8-K focuses on shareholder voting results and does not present financial results or major transaction details.