CSW Industrials, Inc. (CSW)
NYSE: CSW · Real-Time Price · USD
296.18
+0.78 (0.26%)
Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2025

Aug 28, 2025

Joseph Armes
Chairman, President, and CEO, CSW Industrials

Good morning. Welcome to the CSW Industrials 2025 Annual Meeting of Shareholders. My name is Joe Armes, and I am the Chairman of the Board of Directors, President, and Chief Executive Officer of CSW Industrials. We are pleased to be conducting this meeting and joining you via our virtual format. I would like to start by recognizing my fellow board members in attendance today: Anne Motzenbacher, Michael Gambrell, Kent Sweezy, Darren Ashe, Bobby Griffin, Terry Johnston, and Dr. Linda Livingstone. We would like to acknowledge Rob Swartz, who is retiring from our board at the conclusion of this annual meeting, as we have previously disclosed. Rob was one of our five original board members when we became an independent public company in September 2015, and he has served as our lead independent director continually since that time. Rob has contributed meaningfully.

It would be hard to overstate how he has been involved in making our company what it is today. We honor him in this milestone with gratitude, and we thank Rob for his ten years of distinguished service and leadership to CSW Industrials. Next, I'd like to introduce the Executive Officers of CSW Industrials that are in attendance today: James Perry, our Executive Vice President; Chief Financial Officer Don Sullivan; Executive Vice President, Chief Strategy Officer Danielle Guard; Senior Vice President and Chief People Officer Jeff Underwood; Senior Vice President and General Manager of our Contractor Solutions segment; and Luke Alverson, our Senior Vice President, General Counsel, and Secretary. Also in attendance are representatives from Grant Thornton LLP, our independent registered public accounting firm, including Chris Franklin, our lead audit partner, and Paul Ramirez of American Election Services, the Inspector of Elections. He has previously taken his oath as Inspector.

Mr. Alverson will serve as the Secretary and timekeeper of this meeting. We will begin with the formal portion of this meeting. Following the reporting of voting results, we will have time for questions and answers. Questions may be submitted through our portal. Questions will be addressed either during the meeting or in a separate follow-up. As the Chairman, I call this meeting to order. A copy of the meeting agenda and rules of conduct are available for your reference within this virtual meeting portal. I will now turn it over to Mr. Alverson to report on the mailing of the meeting notice and the presence of a quorum.

Luke Alverson
SVP, General Counsel, and Secretary, CSW Industrials

Thank you, Joe, and good morning, everyone. The list of shareholders of the company entitled to receive notice of and to vote at this meeting is available for review within this virtual meeting portal. The list is certified by Equiniti Trust Company LLC, the company's registrar and transfer agent, as of July 10, 2025, the record date set for this meeting.

Also available within this virtual meeting portal are: one, the notice of and proxy statement relating to this 2025 Annual Meeting of Shareholders, both dated July 17, 2025, as well as two, an affidavit of distribution signed by Broadridge, the mailing agent for this meeting, dated July 23, 2025, which confirms that the company's annual report, notice of annual meeting of shareholders, proxy statement, and proxy card were all made available through virtual means or mail to each shareholder of record on the record date beginning on July 17, 2025. There are present in person or by proxy the holders of at least 15,708,253 or 93.5% of the total shares entitled to vote at this meeting. Accordingly, a quorum is present. This meeting is now convened for the purposes of transacting business properly brought before it. Joe?

Joseph Armes
Chairman, President, and CEO, CSW Industrials

Thank you, Luke. The next order of business is a brief description of the matters properly brought before this meeting. Shareholder proposals and director nominations should have been submitted by May 17, 2025. All proper proposals are listed on the meeting agenda and are described in the proxy materials. We have three proposals, which I will briefly describe. The first proposal is the election of eight members of the Board of Directors for an annual term expiring at the 2026 Annual Meeting of Shareholders. The Board recommends that you vote for each nominee. The second proposal is the advisory vote on the compensation of our executive officers identified in the proxy statement, or the say on pay vote. This vote is advisory or non-binding. However, we take the input of our shareholders very seriously. The Board recommends that you vote for this proposal too.

The third proposal is the ratification of Grant Thornton LLP's appointment to serve as CSW Industrials' independent registered public accounting firm for fiscal 2026. The Board recommends that you vote for this proposal. We will now move on to voting. If you previously voted on the internet or by telephone, or if you delivered your proxy card, your shares will be voted accordingly, and you do not need to vote today unless you wish to change your vote. The polls are now open for voting. If you wish to vote your shares or change a previously cast vote, you may do so by following the voting instructions within this virtual meeting portal. We will now pause for approximately one minute to allow for the completion of voting. The polls will be closing momentarily. If you intend to vote at this meeting, please do so now. The polls are now closed.

I will now ask Mr. Alverson to report on the preliminary voting results.

Luke Alverson
SVP, General Counsel, and Secretary, CSW Industrials

Thank you, Joe. I am pleased to share the following preliminary voting results. For proposal one, 14,691,507 shares were voted on this proposal. I am pleased to report that each director nominee received well in excess of a majority of votes cast in favor of his or her election, with each of our eight director nominees receiving at least 93.6% and an average of 97.6% of votes cast in favor of his or her election. For proposal two, 14,162,450 shares were voted on this proposal. Among the shares voted, approximately 96.3% were voted in favor of approving the compensation of our named executive officers on an advisory basis. For proposal three, 15,661,116 shares were voted on this proposal. Among the shares voted, approximately 99.7% were voted to ratify the appointment of Grant Thornton as our auditors for fiscal 2026. Following Mr.

Ramirez's certification of the voting results, the company will report the final results within a current report on Form 8-K as required by SEC rules.

Joseph Armes
Chairman, President, and CEO, CSW Industrials

Thank you, Luke. The shareholder vote is now final. As there is no further official business, that concludes the formal portion of our meeting, and I will now declare the meeting adjourned.

Luke Alverson
SVP, General Counsel, and Secretary, CSW Industrials

We'd like to thank everyone for participating in our 2025 Annual Meeting, which is now concluded.

Operator

That concludes our meeting today. You may now disconnect.

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