Who We Are

Ferguson is a leading value-added distributor in North America providing expertise, solutions and products from infrastructure, plumbing and appliances to HVAC, fire, fabrication and more.   At Ferguson, we have a very distinctive culture anchored in customer service. We are a relationship business. Together we help build more than homes and office buildings. We help build relationships, trust, confidence and community.   Our Purpose We exist to make our customers’ complex projects simple, successful and sustainable.   Our associates are the driving force of the business and a key differentiator in how we achieve our purpose and create value. They are guided by our Vision and Values that are a reminder of the goals we are working towards and how we expect to get there.   Our Vision To be the Ultimate Project Success Company.   Our Values
		Safety We put safety first.
		Integrity We act fairly and honestly.
		Service We build relationships and solve complex problems.
		Teamwork We empower unique and passionate people to make a difference.
		Impact We deliver results and help build a better world.

Dear fellow shareholders,

On behalf of the Ferguson plc Board, you are cordially invited to attend the Annual General Meeting on Tuesday, November 28, 2023 (the “2023 AGM”). Further details about the 2023 AGM and voting can be found on pages 95 to 102 of the accompanying Proxy Statement. You are encouraged to appoint the Chairperson of the 2023 AGM as your proxy. This ensures that your vote will be counted if you are not able to attend the meeting. Your vote matters.

Fiscal 2023 Performance

We delivered a strong performance in fiscal 2023 despite challenging end markets during the year. Our cash generative model and strong balance sheet allowed us to invest for organic growth, sustainably grow our dividend, consolidate our fragmented markets through acquisitions and return capital to shareholders.

During the year we invested $0.4 billion in capital expenditures, paid $0.7 billion of dividends, invested $0.6 billion in eight acquisitions, and repurchased 7.0 million of our outstanding shares equating to $0.9 billion.

The Board declared total annual dividends for the fiscal year of $3.00 per share which reflects 9% growth over the prior year.

Transition to U.S. Domestic Reporting Status

U.S. investors now own over half of Ferguson’s outstanding shares. As announced in our second quarter earnings release, we determined that, as of January 31, 2023, we no longer qualify as a foreign private issuer, as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, effective August 1, 2023, we are no longer eligible to use the rules designed for foreign private issuers and we are considered a U.S. domestic issuer. We are required to comply with, among other things, U.S. proxy requirements and Regulation FD and our officers, directors and principal shareholders are subject to the beneficial ownership reporting and short-swing profit recovery requirements under Section 16 of the Exchange Act.

We are also pleased with the progress made on North American index inclusion, having been admitted to the CRSP Market Indexes in December 2022 and the Russell 1000 Index in June 2023. Ferguson’s ambition remains to be included in the S&P 500 Index and the Company believes it meets the criteria for admission to the most widely tracked index of large-cap U.S. companies.

Board Developments in Fiscal 2023

Jacky Simmonds stepped down as a Non-Employee Director at the 2022 Annual General Meeting (the “2022 AGM”). Kelly Baker became the Chairperson of the Compensation Committee after the 2022 AGM in succession to Ms. Simmonds. Also, Suzanne Wood succeeded Alan Murray and became the Chairperson of the Audit Committee after the 2022 AGM. Mr. Murray remains a member of the Audit Committee and has taken over as Chairperson of the Nominations & Governance Committee. Full details of the Committees and their membership can be found on pages 22 and 23 of the accompanying Proxy Statement.

ESG

At Ferguson we are focused on minimizing the environmental impact of our operations, while fostering a culture that is safe, inclusive and engaging where our associates can thrive and grow their careers. This year, we made a significant investment in renewable energy and began piloting our first electric trucks in California as part of our commitment to lowering our fleet emissions and staying ahead of rapidly developing regulations around zero-emission vehicles.

We are committed to helping our customers achieve their sustainability goals through a choice of sustainable products and solutions that span across our customer groups. We continue to prioritize efforts to strengthen the communities we serve with a focus on building water resilient communities and addressing the shortage of skilled trades professionals in North America.

2023 AGM Business

The business to be considered at the 2023 AGM is set out in the Notice of Meeting (the “Notice”). Your Board considers that all of the resolutions set out in the Notice (the “Resolutions”) are in the best interests of shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favor of each Resolution, as they intend to do in respect of their own shareholdings, including each Director nominee, and that you vote for “one year” as the frequency of future shareholder advisory votes on the compensation of our named executive officers.

In addition to our usual annual resolutions, including those required as a Jersey incorporated company, shareholders are also being asked to approve the Ferguson plc 2023 Omnibus Equity Incentive Plan (the “2023 Omnibus Plan”), unanimously approved and adopted by the Board on September 21, 2023, subject to shareholder approval. A summary of the 2023 Omnibus Plan is included in the accompanying Proxy Statement beginning on page 75. As a more conventional U.S. styled share plan, we believe that our ability to recruit, retain and incentivize top talent will be strengthened by your approval of the 2023 Omnibus Plan.

This year Ferguson will adopt the U.S. practice of Notice and Access. Notice and Access gives us the option to mail a notice (the “Notice of Internet Availability”) to shareholders instead of a traditional full set of proxy materials, and direct them to a website to access electronic copies of the materials. As a shareholder, you also have the option to request certain materials after receiving this Notice of Internet Availability. Notice and Access will greatly reduce the paper to print, and fuel to deliver, our proxy materials.

On behalf of the Board, we thank you for your continued investment and support in Ferguson. As always, we remain committed to serving our shareholders.

Regards,

		Geoff Drabble Chairman of the Board

Proxy Statement

for the 2023 Annual General Meeting

This Proxy Statement relates to the solicitation of votes or proxies by Ferguson plc, on behalf of its Board of Directors (the “Board”), for use at the Company’s 2023 Annual General Meeting (the “2023 AGM”) and at any adjournment or postponement of such meeting.

Unless otherwise specified or the context otherwise requires, the terms “Company”, “Ferguson”, “we”, “us”, and “our” and other similar terms used in this Proxy Statement refer to Ferguson plc and its consolidated subsidiaries. Except as otherwise specified or the context otherwise requires, references to years indicate our fiscal year ended July 31 of the respective year. For example, references to “fiscal 2023” or similar references refer to the fiscal year ended July 31, 2023. The terms “shareholder” or “holder” in relation to a share of ordinary shares of the Company means the member whose name is entered in the register as the holder of that share.

The Company’s website address is corporate.ferguson.com. We include website addresses throughout this Proxy Statement for reference only. The information contained in, or available through, these websites is not part of, or incorporated by reference into, this Proxy Statement. Addresses, including electronic addresses provided in this Proxy Statement, are provided solely for the purposes so specified. You may not use any electronic address provided in this Proxy Statement or other proxy materials to communicate with the Company for any purpose other than those expressly stated herein or therein.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on November 28, 2023

We have elected to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to provide shareholders access to our proxy materials over the internet. Our Annual Report for the fiscal year ended July 31, 2023 (the “2023 Annual Report”) and the Notice of Annual General Meeting and Proxy Statement are available at proxyvote.com.

2023 Proxy Summary

Ferguson at a Glance

Ferguson is a leading value-added distributor in North America providing expertise, solutions and products from infrastructure, plumbing and appliances to HVAC, fire, fabrication and more. We exist to make our customers’ complex projects simple, successful and sustainable.

Our North American customer groups have leading positions in large, growing and fragmented markets with over 75% of revenue estimated to come from #1 or #2 market positions. These markets have historically grown above GDP and their long-term structural characteristics remain supportive. We have an intentional balance between attractive end markets and serve customers principally in North America. Approximately 52% of our net sales are to residential markets and 48% to non-residential markets, with net sales within these markets balanced between repair, maintenance and improvement (“RMI”) (approximately 60% of our net sales) and new construction (approximately 40% of our net sales), based on management’s estimates. This balance continues to serve us well and creates resilience with a less cyclical and more robust business model. As such, Ferguson has a $30 billion leading position in an estimated $340 billion North American market.

Our business model enables us to connect approximately 36,000 suppliers with more than one million customers, and our scale has continued to help us consistently outperform the market. During the year, we leveraged the core strengths of our associates, value added solutions, global supply chain and digital experience to deliver value for our customers.

We look to generate long-term shareholder value by investing for organic growth, consolidating our fragmented markets through acquisitions and returning surplus capital to shareholders. We have a demonstrated long-term track record of returning capital to our shareholders, with over $11 billion returned via dividends and share repurchases over the past ten years.

Proxy Summary

Fiscal 2023 Performance

We delivered a strong performance in fiscal year 2023 despite challenging end markets during the year. Net sales grew by 4.1% to $29.7 billion as we continued to consolidate our markets with above market share gains and high quality acquisitions.

Operating profit of $2,659 million was $161 million lower than last year with diluted earnings per share of $9.12, a decrease of 4.9%. Adjusted operating profit* of $2,917 million was $34 million lower than last year with adjusted diluted earnings per share* of $9.84, an increase of 0.8% arising due to the slightly lower adjusted operating profit and higher interest expense, offset by the impact of share repurchases.

Cash generation remains an important strength of our business, with operating cash flow of $2.7 billion during the year, an improvement of $1.6 billion compared to fiscal 2022 when we invested heavily in inventory to ensure product availability for our customers in a period of supply chain disruption. Our cash generative model and strong balance sheet allowed us to invest for organic growth, sustainably grow our dividend, consolidate our fragmented markets through acquisitions and return capital to shareholders. During the year we invested $0.4 billion in capital expenditures, paid $0.7 billion of dividends, invested $0.6 billion in eight acquisitions, and repurchased 7.0 million of our outstanding shares equating to $0.9 billion.

The Board declared total annual dividends for the fiscal year of $3.00 per share which reflects 9% growth over the prior year.

* Adjusted operating profit, Adjusted EPS – diluted and Return on capital employed (ROCE) are non-GAAP measures. See the section of this Proxy Statement titled “Non-GAAP Reconciliations and Supplementary Information” for more information and a reconciliation of the non-GAAP measure to the most comparable measure under accounting principles generally accepted in the United States (“U.S. GAAP”).

Proxy Summary

Governance Transition and Timeline

Ferguson plc is incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) (the “Companies Law”). The Company previously maintained a Premium Listing on the London Stock Exchange (“LSE”) and was required to comply (or explain non-compliance) with the U.K. Corporate Governance Code. The Company obtained an additional listing of its ordinary shares on the New York Stock Exchange (“NYSE”) effective March 8, 2021, and, on May 12, 2022, the Company relocated its primary listing to the NYSE following the transfer of its listing category on the LSE from a Premium Listing to a Standard Listing. Following this transfer, the Company was no longer required to comply (or explain non-compliance) with the U.K. Corporate Governance Code and adjusted its corporate governance arrangements to align with those typically adopted by a U.S. domestic issuer of similar size and nature. During fiscal 2023, the Company determined that it no longer qualified as a foreign private issuer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Effective as of August 1, 2023, the Company is no longer eligible to use the rules designed for foreign private issuers and is considered a U.S. domestic issuer. As a result, we are required to comply with, among other things, U.S. proxy requirements, and this Proxy Statement is the Company’s first U.S. proxy statement.

Although our primary listing, corporate governance arrangements and requirements under the U.S. federal securities laws are now aligned with that of a U.S. domestic issuer, we remain a foreign company incorporated under the Companies Law with a Standard Listing on the LSE. As such, we continue to adhere to our Standard Listing obligations of the LSE and we must comply with Jersey law and our shareholder-approved articles of association to, among other things, seek shareholder approval for certain ordinary and special resolutions included in this Proxy Statement.

Proxy Summary

Governance and Compensation Highlights

For more information about our compensation governance practices, see the section below titled “Compensation Discussion and

Analysis—Pay Decisions and Compensation Governance Policies and Practices” on page 39.

Proxy Summary

Our Board of Directors

Our Director nominees possess a range of diverse backgrounds, skills, knowledge, and experience that we believe are integral to an effective and well-functioning board. For more information about our Director nominees, please see our Director skills and experience matrix on page 16. Detailed information about each Director nominee’s qualifications, experience and expertise can be found in their biographies starting on page 10.

Director Diversity, Independence and Qualifications

Our slate of Director nominees reflects our aim to establish a Board with an appropriate balance of skills, knowledge, experience, and diversity of background, including gender and racial/ethnic diversity, sexual orientation, tenure, and independence.

4.5 years average tenure		36% female		82% independent

9% racially/ethnically diverse		9% LGBTQ+		73% current or former CEO or CFO of a public company

Proxy Summary

Proxy Summary

ESG Framework and Reporting

The Board-approved ESG framework reflects Ferguson’s priority ESG issues identified through our risk management analyses, stakeholder priority assessments and the guidance and methods provided by the Sustainability Accounting Standards Board (“SASB”), considering issues relevant to Multiline and Specialty Retailers & Distributors industry standards (sasb.org). It comprises the key sustainability topics informing and influencing our business strategy and structures our overall vision for sustainability across three key pillars: Environmental, Social and Governance.

Our ESG Report is available on our website. Our SASB disclosure and our disclosure under the Task Force on Climate-Related Financial Disclosures (TCFD) framework are included within our ESG Report and are also available on our website. Please note that the ESG Report and other information regarding our ESG practices on our website are not incorporated by reference into this Proxy Statement.

In accordance with the Company’s usual practice, members of the Board stand for election each year. Following the 2023 annual Board evaluation, the Chairman and the Board found that the performance of each of the Directors continues to be effective and that each Director demonstrates commitment to the role, has sufficient time to meet his or her commitment to the Company and has individual skills and experience which are relevant and beneficial to support the Board in fulfilling its duties. A summary of the skills and experience of each of the Director nominees is set out on page 16 of this Proxy Statement.

The Board is unclassified. Directors are currently elected for one-year terms. You are being asked to vote on the election of the following 11 Director nominees, each for a one-year term.

Director Nominees

Vote Required

Election of each Director nominee requires that more than half the votes cast must be cast “FOR” the nominee. Shareholders may not cumulate their votes with respect to the election of Directors. A properly executed proxy marked “Abstain” with respect to the election of one or more Directors will not be voted with respect to the Director or Directors indicated, although it will be counted for purposes of determining whether a quorum is present. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on this Resolution.

RESOLVED, that the shareholders of the Company elect each of the 11 Director nominees named in the Proxy Statement for a term expiring at the next Annual General Meeting of the Company.

Election of Directors

Board Nominee Biographies

Set forth below are the biographies for each of the 11 Directors nominated by the Board for election at the 2023 AGM.

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Director Nominee Skills and Experience

SKILLS AND EXPERIENCE

Executive Leadership C Suite experience with an understanding of how to lead large scale and complex organizations. Developed and delivered strategic initiatives and operational plans in a CEO, operational executive or function leader capacity.

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Public Company Board Experience Experience serving on other public company boards.

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Corporate Governance/Regulatory and Risk Management Experience in corporate governance matters, board management accountability, risk management and compliance practices.

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Accounting, Finance and Capital Markets Experience in accounting, finance, audit and capital management, including oversight of financial statements and operating results. Experience assessing the financial metrics of strategic opportunities.

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Corporate Transactions and M&A Experience in corporate transactions, mergers and acquisitions.

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Environmental/Climate change Experience and overseeing environmental policy regulation, risk and understanding of best practices.

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Technology, Digital, Innovation and Cyber Experience with technologies key to business, digital marketing/ transformation, innovation and risk mitigation. Understanding cybersecurity.

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Supply Chain/Logistics/Distribution Experience includes planning and management of activities in sourcing, procurement, logistics and distribution.

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Marketing Experience of marketing or managing brands and increasing the value of products or services over time in the market.

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Human Capital and Talent Management Experience in human capital management, talent development, Inclusion, Diversity & Equity, compensation and succession planning.

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Corporate Governance

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines as a general framework to assist the Board in carrying out its responsibility for the business and affairs of the Company. The Corporate Governance Guidelines cover the role of the Board and management, the composition of the Board, the structure and operations of the Board and the duties and responsibilities of the Board. The Nominations & Governance Committee of the Board reviews the Corporate Governance Guidelines annually and recommends any appropriate changes for approval by the Board. The Corporate Governance Guidelines can be found on the Corporate Governance page of the Investors tab of our website at corporate.ferguson.com under Governance Documents.

Board Leadership

The Board is led by Geoff Drabble, our independent non-employee Chairman. As part of its annual board evaluation process, the Board assesses its leadership structure to determine the leadership structure most appropriate for the Company, taking into account the recommendations of the Nominations & Governance Committee.

The Board periodically appoints a Chairperson of the Board. Both independent and Executive Directors, including the CEO, are eligible for appointment as the Chairperson. Mr. Drabble was appointed Chairman in November 2019, coinciding with the appointment of Mr. Murphy as Chief Executive Officer. We believe that the current leadership structure is effective for the Company and its shareholders at this time, as it allows Mr. Murphy to focus on the day-to-day leadership of the Company while allowing Mr. Drabble to focus on leading the Board and its oversight of the Company’s transition of its listing structure and U.S. domestic issuer status. Further, the Company, prior to transitioning to a primary listing on the NYSE in May 2022, complied with the U.K. Corporate Governance Code which recommends the separation of the CEO and Chairperson roles.

Any change from the current structure of having a Chairperson separate from the CEO would be at the discretion of the Board, though the Board may seek input from shareholders if a change is contemplated in the future. If the Board determines that it would be more effective to have a single individual act as both Chairperson and CEO, our Corporate Governance Guidelines would require the appointment of a lead independent director at that time.

Director Independence

The Nominations & Governance Committee reviews the independence of each Director annually and makes recommendations to the Board, and the Board annually determines and discloses the independence of the Directors.

No Director is considered independent unless the Board, considering all relevant facts and circumstances, affirmatively determines that the Director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. In assessing whether a Director has no material relationship with the Company, the Board also considers any persons or organizations with which the Director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.

In addition, members of the Audit, Compensation and Nominations & Governance Committees must meet all additional applicable independence tests of the NYSE and any additional standards imposed under U.S. securities laws and the rules and regulations of the SEC.

The Board has considered whether the members of our Board are independent and determined that each of our Director nominees other than our Executive Directors is an “independent” Director under applicable NYSE and SEC rules and regulations, and each satisfies the applicable NYSE and SEC rules and regulations for “independence” with respect to the Committees of the Board on which such Director serves.

In making its independence determination the Board considered that some of the Non-Employee Directors, or their immediate family members, are affiliated with companies or entities to which the Company sold products or made payments, or from which the Company purchased products or services during the year. This included transactions that do not require disclosure under Item 404 of Regulation S-K (“Regulation S-K”) promulgated under the Exchange Act and therefore are not disclosed in “Approved Related Party Transactions,” such as that Ms. Shouraboura’s spouse is a senior executive at Microsoft Corporation from which the Company purchases products and services. Aggregate payments to or from Microsoft Corporation, in each of the last three fiscal years, did not exceed the greater of $1 million or 2% of that organization’s consolidated gross revenues in a single fiscal year. In reviewing these relationships, the Board considered all relevant factors, including: whether the transactions were entered into at arm’s length in the normal course of business and, to the extent they were commercial relationships, had standard commercial terms; and whether the director had any direct business relationships with the company or received any direct personal benefit from these transactions, relationships, or arrangements.

Corporate Governance

Director Criteria and Nomination Process

The Company seeks a Board with an appropriate balance of skills, knowledge, experience, independence and diversity of background among its members to enable it to discharge its duties and responsibilities effectively. The Board has delegated the process for identifying and screening potential director candidates to the Nominations & Governance Committee.

Candidates for potential membership on the Board must at a minimum satisfy any requirements of applicable law and rules of the NYSE. In addition, in evaluating director candidates, the Nominations & Governance Committee considers the qualifications of each candidate, the collective experience and expertise represented on the existing Board and the criteria set forth in our Corporate Governance Guidelines, including that candidates should:

The Board and the Nominations & Governance Committee consider whether director candidates’ backgrounds, skills, experience and other qualifications would complement those of other members of the Board and may also consider other factors as needs change based on strategic priorities. In addition, a Director who is currently serving as an executive officer of a public company generally may serve on a total of no more than two public company boards (including the Company’s Board). A Director who is not currently serving as an executive officer of a public company generally may serve on no more than four public company boards (including the Company’s Board).

Process for Selection of Directors

When the Board determines it is desirable to add a director in the context of its strategic needs, as part of its annual evaluation process or to fill a vacancy on the Board, the Nominations & Governance Committee takes the following steps:

Corporate Governance

Board Diversity Policy

The Board seeks to always include director candidates from socially, racially and ethnically diverse backgrounds in the initial and refined candidate slates with the intention of ensuring that we maximize the opportunity to make director appointments that allow the Board to reflect the diversity of the Company’s workforce and the communities we serve.

The Board has established the following board diversity targets which are aspirational in nature: at least 30% of the Board should be female and at least one member of the Board should be from a minority ethnic background. As of July 31, 2023, and up to the date of this Proxy Statement, 36% of the Board are female and one member of the Board is from a minority ethnic background. The Chairpersons of both the Audit Committee and the Compensation Committee are female.

Board Evaluation

Our Board has the authority and responsibility to review the results of the annual evaluation of the Board conducted by the Nominations & Governance Committee to determine whether the Board and the Committees of the Board are functioning effectively and in accordance with their respective charters, the Company’s Corporate Governance Guidelines, applicable law and NYSE listing standards. As part of its responsibilities, the Nominations & Governance Committee will evaluate at least annually the Board’s composition, tenure, succession planning and experience. The Nominations & Governance Committee will then report the conclusions and any recommended improvements to the Board. The Board will also review the results of the third-party review of the Board that is conducted every three years. The last third-party review was conducted in 2021.

In addition, the Nominations & Governance Committee periodically, and at least annually, assesses the qualifications of individual members of the Board and the results of such evaluations are reported to the Board.

Board Refreshment and Tenure

The Board has been focused on board refreshment as the Company has progressed its transition from a Premium listed company on the LSE to a primary listing on the NYSE with a Standard Listing on the LSE. As a result, 7 of our Non-Employee Directors and 1 of our Executive Directors have a tenure of less than 5 years.

The Board does not believe that it should limit the number of terms for which a person may serve as a Director, because such term limits could deprive the Company of the valuable contributions made by directors who have developed, over time, significant insights into the Company and its operations. At the same time, the Board recognizes the importance of an appropriate balance of experience and perspectives and considers the overall mix of tenure of the Board.

All Directors serve a one-year term, except that the initial term for each Director shall run from the date of appointment until the Company’s next Annual General Meeting, and are subject to election by shareholders at each Annual General Meeting. As provided in the Company’s Articles, between each Annual General Meeting, the Board may appoint one or more Directors to hold office only until the Company’s next Annual General Meeting.

Board Onboarding & Education

All new non-employee directors on the Board receive in-person orientation and training to become integrated into boardroom discussions and maximize their knowledge of the Company. The orientation program is led by members of senior management and coordinated by our Chief Human Resources Officer and our Company Secretary in collaboration with the new Director. The program covers a wide variety of topics, including: a review of our strategy and operating plans in both our U.S. and Canadian business segments; financial statements; information technology, compensation, investor relations, legal and corporate governance policies and practices; and the roles and responsibilities of our Directors. New Directors are also briefed by our external legal counsel and may meet with our auditors and compensation consultants. New Directors receive key documents as part of the orientation process, including our publicly available governance documents and filings, past Board minutes and agenda programs, strategy presentations, and our compensation framework, among other documents.

Corporate Governance

The Company provides the Board with ongoing educational resources and opportunities related to fiduciary duties, corporate governance and regulatory topics and other matters as may be appropriate or requested by the Board. All Directors are members of the National Association of Corporate Directors (“NACD”), giving them access to tools, resources, and instructional curricula to continue to mature in corporate governance, including educational events and networking opportunities. In addition, each Director has access to a broad range of resources provided by Deloitte, including newsletters, webcasts and symposia. Each Director also undergoes an annual training on our Code of Business Conduct and Ethics. Site visits are coordinated for our Directors, oftentimes as part of the onboarding process and, additionally, as part of the Company’s Board meetings twice per year. These visits allow Directors to interact with a broader group of our executives and associates and gain firsthand insight into our culture and operations.

Director Meeting Attendance

Board members are expected to devote sufficient time and attention to prepare for, attend and participate in Board meetings and meetings of Committees on which they serve, including advance review of meeting materials that are circulated prior to each meeting. In addition, Board members are expected to attend each Annual General Meeting of shareholders unless unusual circumstances make attendance impractical.

During fiscal 2023, the Board met 6 times. The number of times that each Committee of the Board met in fiscal 2023 is shown in the next section. Each incumbent director attended at least 75% of the meetings of the Board and of the Committees of which he or she was a member during fiscal 2023. Every director serving on our Board at the time of the 2022 Annual General Meeting attended that meeting.

Board Committees and Oversight

Committees of the Board

The Board’s principal responsibility is one of oversight to enable the Company’s business objectives to be met and to review the overall strategic development of the Company as a whole.

Certain strategic decisions and authorities of the Company are reserved as matters for the Board. For some of these matters, the Board delegates responsibilities and authorities to its Committees. The matters reserved for the Board for its decision include matters related to: strategy and management; capital and corporate structure; financial reporting and controls; tax and treasury; major commitments; certain communications; Board and certain Executive Officer appointments; compensation of Directors and Executive Officers; delegation of authority; corporate governance and certain policies.

The Board has four Committees: the Audit Committee, the Compensation Committee, the Nominations & Governance Committee and the Major Announcements Committee. Each Committee operates in accordance with its respective charter that is periodically reviewed and updated as appropriate. The charters of the Audit Committee, Compensation Committee and Nominations & Governance Committee can be found on the Corporate Governance page of the Investors tab of our website at corporate.ferguson.com under Governance Documents. The members of these Committees since August 1, 2023 and as of the date hereof are identified in the following table:

Board Committees and Oversight

AUDIT COMMITTEE				All Independent
		Members		Responsibilities
Suzanne Wood Chairperson		•  Catherine Halligan   •  Brian May   •  Alan Murray		During fiscal 2023, the Audit Committee met 6 times. Each member of the Audit Committee is “independent,” as defined by the NYSE listing standards. The Board has determined that Brian May, Alan Murray and Suzanne Wood each qualify as an “audit committee financial expert” as that term is defined by the applicable SEC rules. Furthermore, each member of the Audit Committee is “financially literate” as that term is defined by the NYSE listing standards.   The Audit Committee Charter details the purpose and responsibilities of the Audit Committee, including assisting the Board in fulfilling its oversight responsibilities, and making recommendations to the Board as appropriate, in relation to:   •  the integrity of the Company’s financial statements and financial reporting process;   •  the appointment, independence and qualifications of the Company’s independent registered public accounting firm (the “Independent Auditor”);   •  the performance of the Company’s Independent Auditor and internal audit function;   •  the appointment, subject to shareholder approval, of the auditors of the statutory accounts prepared in accordance with the Companies (Jersey) Law 1991;   •  the Company’s compliance with legal and regulatory requirements, including internal controls designed for that purpose;   •  guidelines and policies to govern the process by which management assesses and manages the Company’s exposure to risk, the Company’s major financial risk and cybersecurity risk exposures and the steps management has taken to monitor and control such exposures;   •  the pre-approval of audit and permissible non-audit services and fees to be provided by the Independent Auditor;   •  procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and   •  the review and approval of related party transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders.

COMPENSATION COMMITTEE				All Independent
		Members		Responsibilities
Kelly Baker Chairperson		•  Geoff Drabble   •  Catherine Halligan   •  James S. Metcalf   •  Alan Murray   •  Thomas Schmitt		During fiscal 2023, the Compensation Committee met 5 times. Each member of the Compensation Committee is “independent,” as defined by the NYSE listing standards.   The Compensation Committee Charter details the purpose and responsibilities of the Compensation Committee, including:   •  reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and any other Executive Director and evaluating their performance at least annually in light of those goals and objectives;   •  determining and approving the compensation for the CEO and any other Executive Director, either as a committee or together with the other Non-Employee Directors (as directed by the Board);   •  reviewing and approving the compensation of all other Executive Officers, considering the recommendations of the CEO;   •  reviewing the form and amount of all Non-Employee Director compensation and benefits;   •  producing an annual report of the Compensation Committee for inclusion in the Company’s Proxy Statement;   •  reviewing and making recommendations to the Board regarding incentive compensation plans and equity-based plans;   •  undertaking annual risk assessment of compensation policies and practices; and   •  evaluating and monitoring the independence of any compensation consultant, as required.

Board Committees and Oversight

Compensation Committee Interlocks and Insider Participation

Geoff Drabble, Kelly Baker, Catherine Halligan, Alan Murray, Thomas Schmitt, Jacky Simmonds and James S. Metcalf served on the Compensation Committee during fiscal 2023. None of the members of the Compensation Committee is or has been an officer or associate of the Company. Except for Thomas Schmitt, none of the members of the Compensation Committee had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K. See “—Related Party Transactions—Approved Related Party Transactions” for a description of the Related Party Transaction involving Mr. Schmitt. None of the Company’s Executive Officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, an executive officer of which served as a Director of the Company or a member of the Compensation Committee during fiscal 2023.

NOMINATIONS & GOVERNANCE COMMITTEE				All Independent

MAJOR ANNOUNCEMENTS COMMITTEE				All Independent

Board Committees and Oversight

Board Oversight

Shareholder Engagement

The Board, as part of its oversight role, routinely receive updates, briefings and reports from the Company’s investor relations team that summarize shareholder engagement and key themes.

We are committed to engaging with our shareholders. Throughout the year, we meet with institutional investors and analysts to inform and share our perspectives and to solicit their feedback on our performance. This dialogue allows the Company to better understand and evaluate important issues and consider them appropriately, and to communicate on matters including strategy, financial performance, market backdrop, ESG and executive compensation. Our CEO, CFO and investor relations team maintain a regular cadence of meetings with a broad cross section of our share register including large institutional investors and pension funds. The style of shareholder interactions can include a mix of one-on-one meetings, conferences and operational site visits.

Risk Oversight

Board Committees and Oversight

Strategy Oversight

The Board actively oversees the Company’s long-term business strategy. The Board is continuously engaged with management and associates on this oversight function. For example, the Board:

ESG Oversight

The Board oversees Ferguson’s sustainability efforts and ESG strategy and the Nominations & Governance Committee is responsible for providing oversight of the Company’s ESG disclosure framework and related public disclosures, including the Company’s ESG Report. The Board receives regular updates on sustainability progress from our Vice President of ESG, such as review of project implementation and performance, and opportunities to integrate sustainability measures into capital expenditures. The Company also maintains a management-level ESG Steering Committee which is a cross-functional committee comprised of ESG subject matter experts from across the business including the leaders responsible for the ESG disclosure framework. The purpose of the ESG Steering Committee is to assist the Executive Committee in overseeing the Company’s ESG-related key risks and opportunities that may have a significant impact on the Company and its ability to sustain trust with associates, customers, suppliers, and the investment community. Ferguson’s Board-approved ESG Framework reflects the priority ESG issues identified through our risk management and stakeholder priorities assessments. A copy of the ESG Framework appears on page 8 in the section titled “2023 Proxy Summary—ESG Framework and Reporting.”

Code of Business Conduct and Ethics

Our Values — Safety, Integrity, Service, Teamwork and Impact – guide our decisions and our actions. These values are codified in the Ferguson’s Code of Business Conduct and Ethics (our “Code of Conduct”), which is applicable to all directors, officers and associates. Our Code of Conduct is reviewed at least every three years for desirable changes, with a refreshed style implemented most recently as of August 1, 2023. A copy of our Code of Conduct is available on the home page of our website at corporate.ferguson.com under Useful Links.

Related Party Transactions

Policy and Procedures for Review and Approval of Related Party Transactions

The Board has adopted a written policy and procedures for review, approval and monitoring of transactions involving the Company and related parties (including current Executive Officers and Directors, or Director nominees and persons who served in those roles at any time since the beginning of our last fiscal year, greater than 5% beneficial owners of the Company’s voting securities, immediate family members of such persons and related entities of such persons, including entities in which any of such persons is employed, is a general partner or principal or in which such person has a 10% or greater beneficial ownership interest) (a “Related Party”). The policy covers any related party transaction in which the Company or any of its controlled subsidiaries was, is or will be a participant, where the amount involved exceeds $120,000, and in which a Related Party had, has or is expected to have a direct or indirect material interest (any such transaction, a “Related Party Transaction”).

Related Party Transactions must be reviewed and approved by the Audit Committee of the Board. In considering the transaction, the Audit Committee must consider all of the relevant facts and circumstances available to it related to the Related Party Transaction, including:

Board Committees and Oversight

Prior to entering into a transaction that may be a Related Party Transaction, the Related Party must report the transaction to the Chief Legal Officer. If the Chief Legal Officer determines that the proposed transaction may or would be a Related Party Transaction, the Chief Legal Officer must report the Related Party Transaction to the Audit Committee for approval at the next meeting of the Audit Committee. If the Chief Legal Officer determines that it is not appropriate to postpone review until the next Audit Committee meeting, the Chairperson of the Audit Committee may review and approve the Related Party Transaction. Any such approval must be reported to the Audit Committee at its next meeting. If a Director is involved in the transaction, he or she will be recused from all discussions and decisions relating to the transaction. The Audit Committee may approve only those Related Party Transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Audit Committee determines in good faith.

Approved Related Party Transactions

Described below are Related Party Transactions since the beginning of our last fiscal year. Other than as described below, there were no transactions, and there are no currently proposed transactions, that would require disclosure under Item 404 of Regulation S-K.

Thomas Schmitt, an independent Non-Employee Director on our Board, also serves as the chairman and chief executive officer of Forward Air Corporation from which the Company purchases certain delivery, installation and related administrative services. During fiscal 2023, the Company paid to subsidiaries of Forward Air Corporation approximately $27 million for services provided to the Company. These services were purchased on an arm’s-length basis. This ongoing transaction is reviewed and approved in accordance with the Company’s related party transactions policy.

Robert Murphy, the father of our Chief Executive Officer, Kevin Murphy, is the lessor of a property leased by the Company in the ordinary course of its business. During fiscal 2023, the Company paid $168,000 to Robert Murphy for use of the property. The lease for the property was entered into on an arm’s-length basis and, as an ongoing transaction, was reviewed and approved in accordance with the Company’s related party transactions policy.