Each of the appointments is for a term expiring at the Annual Meeting.
Deadline for Stockholder Proposals Under Rule 14a-8
Because the Annual Meeting will be the Companys first annual meeting of stockholders, the Company is providing the following deadlines for the submission
of stockholder proposals.
As the successor registrant of Ferguson plc, the Company is adopting Ferguson plcs deadline of June 19, 2024 for
submitting a stockholder proposal for inclusion in the Companys proxy materials for the Annual Meeting pursuant to Rule 14a-8 (the Rule) under the Securities Exchange Act of 1934, as amended
(the Exchange Act). For a stockholder proposal to be considered, it must be received by the Companys Corporate Secretary at the Companys principal executive offices at 751 Lakefront Commons, Newport News, Virginia 23606, no
later than 5:00 p.m. Eastern Time on that date and comply with all other procedures and requirements set forth in the Rule.
Deadline for Other
Stockholder Proposals or Nominations
In accordance with the advance notice requirements contained in the Amended and Restated Bylaws of the Company
(the Bylaws), which will become effective immediately prior to the Effective Time subject to the consummation of the Merger, stockholders who intend to submit a proposal outside of the Rule, including nominating candidates for election
as directors, at the Annual Meeting must provide notice of such proposal in writing to the Companys Corporate Secretary at the address noted above no earlier than July 31, 2024, and no later than 5:00 p.m. Eastern Time on August 30,
2024. Any such stockholder notice also must comply with the timing, disclosure, procedural and other requirements set forth in the Bylaws.
Ferguson
Enterprises Inc.
The Company is a Delaware corporation, headquartered in Newport News, Virginia, that was formed on February 5, 2024. As
previously reported, the Company entered into a merger agreement (the Merger Agreement) with Ferguson (Jersey) 2 Limited (Merger Sub) and Ferguson plc, which was approved by Ferguson plc shareholders at an extraordinary
general meeting held on May 30, 2024. On the terms and subject to the conditions of the Merger Agreement, the merger of Merger Sub with and into Ferguson plc, with Ferguson plc surviving the Merger as a direct, wholly owned subsidiary of the
Company and Merger Sub ceasing to exist (the Merger), is expected to be consummated at 12:01 a.m. Eastern Time on August 1, 2024 (the Effective Time). We expect the Companys common stock to be traded under the
symbol FERG on the NYSE and LSE following the completion of the Merger.