CSW Industrials, Inc. (CSW)
NYSE: CSW · Real-Time Price · USD
287.68
-0.98 (-0.34%)
At close: Sep 18, 2026, 4:00 PM EDT
288.00
+0.32 (0.11%)
After-hours: Sep 18, 2026, 7:30 PM EDT
← View all transcripts

AGM 2026

Aug 27, 2026

Summary

The meeting featured board and executive introductions, honored a retiring director, and presented three shareholder proposals. All proposals, including director elections, executive compensation, and auditor ratification, passed with strong majorities.

Joseph Armes
Chairman of the Board of Directors, President, and CEO, CSW Industrials

Good afternoon. Welcome to the CSW Industrials 2026 Annual Meeting of Shareholders. My name is Joseph 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. Anne Motsenbocker, former Managing Director and Senior Leader of the Southwest Region of the Commercial Bank of JPMorgan Chase, who serves as Chair of our Audit Committee. Michael Gambrell, former Executive Vice President of The Dow Chemical Company, who serves as Chair of our Nominating and Corporate Governance Committee. Darron Ash, Chief Executive Officer of Sammons Enterprises, Inc. Bobby Griffin, who is Chief Diversity and Inclusion Officer of Rockwell Automation. Terry Johnston, former Executive Vice President and Chief Operating Officer of Lennox International's Commercial Segment.

Dr. Linda Livingstone, President of Baylor University. And finally, Kent Sweezey, who is Founding Partner of the private equity firm, Turnbridge Capital, who will be retiring from our board at the conclusion of this meeting. Kent joined our board shortly after our first annual shareholders meeting, and he has served as Chairman of our Compensation and Talent Development Committee for the last five years. Our company has benefited immensely from Kent's wisdom, his expertise, and steady leadership over the past decade, and he will be sorely missed. We honor this milestone with gratitude as we thank Kent for his 10 years of distinguished service and leadership to CSW Industrials. Next, I would like to introduce the executive officers of CSW Industrials that are in attendance. James Perry, who is our Executive Vice President and Chief Financial Officer.

Jeff Underwood, who is Executive Vice President and General Manager of our Contractor Solutions Segment. Don Sullivan, our Executive Vice President and Chief Strategy Officer. Danielle Garde, Senior Vice President and Chief People Officer, and Luke Alverson, Senior Vice President, General Counsel, and Secretary. Also in attendance are representatives from Grant Thornton, our independent registered public accounting firm, including Chris Franklin, our lead audit partner. Paul Ramirez of American Election Services will again serve as the Inspector of Election. 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 at any time throughout the meeting using the Q&A feature within the virtual meeting 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 afternoon, 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 8, 2026, 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 2026 Annual Meeting of Shareholders, both dated July 16, 2026, as well as, two, an Affidavit of Distribution signed by Broadridge, the mailing agent for this meeting, dated July 17, 2026, 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 by mail to each shareholder of record on the record date beginning July 17, 2026. There are represented at this meeting, virtually or by proxy, the holders of at least 14,895,264 shares, or 91.4% 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 before it. Joe?

Joseph Armes
Chairman of the Board of Directors, President, and CEO, CSW Industrials

Thank you, Luke. All matters properly brought before the meeting are listed on the meeting agenda and are described in the proxy materials, which I will briefly describe. The first proposal is the election of seven members of the board of directors for an annual term expiring at the 2027 annual meeting of shareholders. The board recommends that shareholders vote for each nominee. The second proposal is the advisory vote on the compensation of our executive officers identified in the proxy statement for 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 shareholders vote for this proposal number two. The third proposal is the ratification of Grant Thornton's appointment to serve as CSW Industrials' independent registered public accounting firm for fiscal 2027. The board recommends that shareholders vote for this proposal number three.

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 following the voting instructions within this virtual meeting portal. We will now pause for a brief moment to allow for the completion of voting. 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, 14,058,584 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 seven director nominees receiving at least 94.7% and an average of 97.7% of votes cast in favor of his or her election. For proposal two, 13,611,391 shares were voted on this proposal. Among the shares voted, approximately 96.7% were voted in favor of approving the compensation of our named executive officers on an advisory basis. For proposal three, 14,811,160 shares were voted on this proposal.

Among the shares voted, approximately 99.5% were voted to ratify the appointment of Grant Thornton as our auditors for fiscal 2027. 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 Securities and Exchange Commission rules.

Joseph Armes
Chairman of the Board of Directors, President, and CEO, CSW Industrials

Thank you, Luke. 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

Thank you all. We would like to thank everyone for participating in our 2026 annual meeting, which has now concluded.