As Of               Filer                 Filing    For·On·As Docs:Size

 4/29/24  Graybar Electric Co. Inc.         DEFA14C                1:39K

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14C     Definitive Additional Proxy Info Statement          HTML     32K 

Important Notice Regarding the Availability of Information Statement Materials for the Shareholder Meeting

To Be Held on June 13, 2024

Dear Shareholder:

This communication is not a form for voting and presents only an overview of the more complete Information Statement Materials (consisting of the 2023 Annual Report to Shareholders (including the Annual Report on Form 10-K for the year ended December 31, 2023) and the 2024 Information Statement) that are available to you on the Internet. We encourage you to access and review all of the important information contained in the Information Statement Materials before voting at the 2024 Annual Meeting.

The 2024 Annual Meeting of Shareholders of Graybar Electric Company, Inc. (the “Company”) will be held at the Commerce Bank Building, 8000 Forsyth Boulevard, Clayton, Missouri 63105 at 9:30  a.m., on June 13, 2024. Only shareholders of record who owned common stock at the close of business on the record date, April 15, 2024 (the “Record Date”), may vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting that may take place.

The proposals to be voted on at the 2024 Annual Meeting of Shareholders are listed below, along with the Board of Directors’ recommendation.

The Board of Directors recommends that you vote FOR each of the following proposals:  

2.Approval of an amendment to the Company’s amended Restated Certificate of Incorporation to clarify the circumstances under which employees of certain subsidiaries, referred to as divested subsidiaries, will no longer be permitted to hold shares of Company common stock (or voting trust interests representing such shares).

This Notice also constitutes notice of the 2024 Annual Meeting of Shareholders of the Company.

If you prefer a paper copy of the 2023 annual report to shareholders (including the annual report on Form 10-K for the year ended December 31, 2023) and the information statement, you may request one by sending an e-mail to graybarstock@graybar.com, or by calling 1-866-694-2347. You will have the opportunity to make a request to receive paper copies for all future meetings or only for the 2024 Annual Meeting of Shareholders.

Common shareholders of record as of the Record Date may attend the 2024 Annual Meeting of Shareholders. For information on how to obtain directions to be able to attend the meeting and vote in person, please see page 26 of the Information Statement.





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