DEF: Fastenal Sets Date for 2025 Annual Shareholder Meeting, Outlines Agenda

Fastenal Company announces its annual shareholder meeting to be held on April 24, 2025, covering director elections, auditor ratification, and executive compensation.

Summary

• Fastenal Company will hold its annual meeting of shareholders on April 24, 2025, at the Remlinger Muscle Car Museum in Winona, Minnesota.
• The meeting will include the election of 11 directors, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025, and an advisory vote on executive compensation.
• Shareholders of record as of February 24, 2025, are entitled to vote.
• The board recommends voting 'FOR' the election of all director nominees, 'FOR' the ratification of PwC LLP, and 'FOR' the advisory vote on executive compensation.
• Tours of Fastenal's industrial services building will be available to shareholders after the meeting.
• The company's proxy materials, including the notice, proxy statement, and 2024 annual report, are available online at www.proxyvote.com.
• The board of directors has determined that nine of the eleven directors are independent.
• The company's third annual ESG report was published in 2024.
• The company's CEO pay ratio is estimated to be 35:1.

Sentiment

Score: 6

Explanation: The document is primarily informational, outlining meeting details and governance matters. While financial results show slight declines, the overall tone is neutral and focused on compliance and shareholder engagement.

Positives

• The board is composed of individuals with diverse backgrounds and experiences.
• The company is committed to environmental, social, and governance (ESG) matters.
• Fastenal debuted on Newsweek's list of America's Most Responsible Companies in 2025.
• The company achieved third-party re-certification for three ISO certifications relative to ESG: ISO/IEC 27001, ISO 14001, and ISO 45001.
• The company improved its sustainability score from EcoVadis, an organization on which many of our customers rely, and from which we are designated as having a silver medal, putting us in the Top 15% of all rated companies.
• The company's EMR benchmark is 54% better than that of similar companies in our industry, indicating below-average workplace health and safety risks.

Negatives

• Pre-tax income decreased by 0.9% from 2023 to 2024.
• Net income decreased by 0.4% from 2023 to 2024.

Risks

• The proxy statement contains forward-looking information subject to risks and uncertainties that could cause actual results to differ materially.
• Risks and uncertainties are discussed in Item 1A, 'Risk Factors' included in the Annual Report on Form 10-K.

Future Outlook

The proxy statement contains forward-looking information subject to risks and uncertainties that could cause actual results to differ materially.

Management Comments

• Scott A. Satterlee, Chair of the Board: 'I am pleased to invite you to attend our annual meeting...'
• Daniel L. Florness has served as our chief executive officer since August 2024, and previously served as both our president and chief executive officer from January 2016 to July 2024.

Industry Context

The peer group used for compensation benchmarking includes companies in similar industries, such as Applied Industrial Technologies, Inc., Nordson Corporation, and W.W. Grainger, Inc.

Comparison to Industry Standards

• The compensation committee reviews executive compensation data based on external reports for a peer group of companies to stay informed of practices and pay levels in the marketplace.
• The 2024 peer group included companies such as Applied Industrial Technologies, Inc. (AIT), Nordson Corporation (NDSN), and W.W. Grainger, Inc. (GWW).
• The median sales of the 2024 peer group was greater than Fastenal's and the median market capitalization of the 2024 peer group as of December 31, 2023 was less than Fastenal's.
• The compensation committee determined that (i) the base salaries of Fastenal's named executive officers for 2024 were lower than the median base salary of the named executive officers of the 2024 peer group, (ii) due to weaker financial results in comparison to prior years and our pay for performance philosophy, the cash incentive pay of Fastenal's named executive officers for 2024 was lower than the median cash incentive pay of the named executive officers of the 2024 peer group, and (iii) the total compensation of Fastenal's named executive officers for 2024 was lower than the median total compensation of the named executive officers of the 2024 peer group.

Management Changes

Corporate Governance

Related Party Transactions

• There were no related person transactions during 2024 required to be reported in this proxy statement.

Stakeholder Impact

• The company is committed to understanding and exceeding the expectations of its employees, customers, suppliers, and shareholders.
• The company believes its business model directly contributes to improved environmental efficiency and resiliency in global supply chains.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The board will consider the results of the advisory vote on executive compensation when determining future compensation arrangements.
• The audit committee will reconsider its selection of PwC LLP if the selection is not ratified by shareholders.

Key Dates