UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December ~~October 29~~5, 2024

FERGUSON ENTERPRISES INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

~~001-42200~~

~~38-4304133~~

001-42200

38-4304133

(State or Other Jurisdictionof Incorporation)

~~(Commission File Number)~~

~~(I.R.S. EmployerIdentification Number)~~

(CommissionFile Number)

(IRS EmployerIdentification Number)

751 Lakefront Commons

Newport News, Virginia

23606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code: +1-757-874-7795

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~TradingSymbol(s)~~

~~Name of each exchange on which registered~~

TradingSymbol(s)

Name of each exchangeon which registered

Common stock, par value $0.0001 per share

~~FERG~~

~~New York Stock Exchange~~

FERG

New York Stock Exchange

Indicate by check

London Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~On October 29, 2024 (the “Effective Date”),~~ Ferguson Enterprises Inc. ~~and certain of its subsidiaries, entered into an Omnibus Amendment and Consent~~ (the “~~Omnibus Amendment~~Company”) ~~that~~held ~~amends~~its ~~each~~2024 ofannual ~~(i) the~~meeting ~~Receivables~~of ~~Purchase~~stockholders ~~Agreement,~~on ~~dated~~December ~~as of July 31~~5, ~~2013~~ ~~(as~~2024 ~~amended from time to time prior to~~ (the ~~Omnibus Amendment, the~~ “~~Receivables~~Annual ~~Purchase Agreement~~Meeting”)~~, among Ferguson Enterprises Inc~~. ~~and~~Set ~~certain~~forth ofbelow ~~its~~are ~~subsidiaries,~~ the ~~conduit~~final ~~purchasers,~~voting ~~committed~~results ~~purchasers,~~from ~~letters of credit banks and facility agents party each thereto, and Royal Bank of Canada, as administrative agent (as amended by~~ the ~~Omnibus~~Annual ~~Amendment,~~Meeting. ~~the~~See ~~“Amended Receivables Purchase Agreement”) and (ii)~~ the ~~Purchase~~Company’s ~~and~~definitive ~~Contribution~~proxy ~~Agreement,~~statement ~~dated~~filed aswith ~~of July 31, 2013 (as amended from time to time prior to~~ the ~~Omnibus~~Securities ~~Amendment, the “Purchase~~ and ~~Contribution~~Exchange ~~Agreement”),~~Commission ~~among~~on ~~Ferguson~~October ~~Enterprises~~15, ~~LLC,~~2024 ~~Ferguson~~for ~~Receivables,~~more ~~LLC~~information ~~and~~on ~~other~~each ~~subsidiaries of Ferguson Enterprises Inc. (as amended by the Omnibus Amendment~~proposal, ~~the~~including ~~“Amended Purchase and Contribution Agreement”). All capitalized terms used herein shall have~~ the ~~meaning~~vote ~~set~~required ~~forth~~for ineach ~~the~~proposal ~~Omnibus~~to ~~Amendment,~~be ~~the Amended Receivables Purchase Agreement or the Amended Purchase and Contribution Agreement, as applicable, unless otherwise defined herein~~passed.

~~The~~Proposal ~~Omnibus Amendment amended the Receivables Purchase Agreement to~~1: ~~(a) extend~~Election the termination date to October 29, 2027 for all Purchase Groups except the TD Purchase Group, (b) revise certain limitations on Reassigned Receivables and Acquisition Receivables, (c) add one originator and remove one originator, (d) terminate the PNC Purchase Group’s (and each of its members’) rights and obligations under the Receivables Purchase Agreement, (e) reallocate the Maximum Net Investment among the remaining Purchase Groups and (f) make certain other amendments and implement corresponding technical updates. Directors

The Omnibus Amendment amended the Purchase and Contribution Agreement to, among other things, add one originator and remove one originator and make certain other amendments and implement corresponding technical updates.


	VOTES FOR	%	VOTES AGAINST	%	ABSTENTIONS	BROKER NON-VOTES
Rekha Agrawal	168,964,673	99.81	329,848	0.19	236,627	6,220,312
Kelly Baker	167,336,757	98.84	1,961,773	1.16	232,618	6,220,312
Rick Beckwitt	169,033,394	99.85	260,365	0.15	237,389	6,220,312
Bill Brundage	158,886,694	93.85	10,407,199	6.15	237,255	6,220,312
Geoff Drabble	162,689,452	96.10	6,597,959	3.90	243,737	6,220,312
Catherine Halligan	166,686,277	98.46	2,608,432	1.54	236,439	6,220,312
Brian May	167,436,293	98.90	1,858,304	1.10	236,551	6,220,312
James S. Metcalf	167,113,171	98.71	2,181,294	1.29	236,683	6,220,312
Kevin Murphy	169,143,859	99.91	153,597	0.09	233,692	6,220,312
Alan Murray	161,107,083	95.49	7,611,461	4.51	812,604	6,220,312
Suzanne Wood	167,791,423	99.11	1,503,041	0.89	236,684	6,220,312

~~The~~Proposal ~~Amended~~2: ~~Receivables~~Ratification ~~Purchase~~of ~~Agreement and~~ the ~~Amended~~appointment ~~Purchase~~of ~~and~~Deloitte ~~Contribution~~& ~~Agreement~~Touche ~~contain~~LLP ~~conditions,~~as ~~covenants,~~the ~~representations~~Company’s ~~and~~independent ~~warranties~~registered ~~and~~public ~~events~~accounting offirm ~~default~~for ~~(with~~fiscal ~~customary grace periods, as applicable).~~ 2025

The foregoing description of the Omnibus Amendment, the Amended Receivables Purchase Agreement and the Amended Purchase and Contribution Agreement is a summary and is qualified in its entirety by reference to the Omnibus Amendment, the Amended Receivables Purchase Agreement included therein as Annex A and the Amended Purchase and Contribution Agreement included therein as Annex B, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


VOTES FOR	%	VOTES AGAINST	%	ABSTENTIONS	%	BROKER NON-VOTES
175,265,926	99.72	111,923	0.06	373,611	0.21	N/A

~~Item~~Proposal ~~2.03.~~3: ~~Creation~~Advisory ofvote ato ~~Direct~~approve ~~Financial~~the ~~Obligation~~fiscal or2024 ancompensation ~~Obligation~~of ~~under~~the anCompany’s ~~Off-Balance~~Named ~~Sheet~~Executive ~~Arrangement of a Registrant.~~Officers

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.


VOTES FOR	%	VOTES AGAINST	%	ABSTENTIONS	%	BROKER NON-VOTES
151,076,280	89.11	14,339,038	8.46	4,115,830	2.43	6,220,312

~~Item~~Proposal ~~9.01.~~4: ~~Financial~~Advisory ~~Statements~~vote ~~and~~on ~~Exhibits~~the frequency of future shareholder advisory votes to approve the compensation of the Company’s Named Executive Officers

(d) Exhibits


ONE YEAR	%	TWO YEARS	%	THREE YEARS	%	ABSTENTIONS	%	BROKER NON-VOTES
167,129,457	98.58	8,190	0.00	2,180,104	1.29	213,397	0.13	6,220,312

ExhibitNo.		Description
10.1		Omnibus Amendment and Consent (Ferguson Receivables, LLC), dated as of October 29, 2024, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC, as servicer, the originators, the conduit purchasers, committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, and Ferguson Enterprises Inc., as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


Consistent with the recommendation of the Company’s Board of Directors (the “Board”), a majority of the votes at the Annual Meeting were cast in favor of conducting advisory votes to approve the compensation of the Company’s Named Executive Officers (“Say-on-Pay”) on an annual basis. The Board has considered these voting results and determined that the Company will conduct annual Say-on-Pay votes until the next shareholder advisory vote regarding the frequency of Say-on-Pay votes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
		Ferguson Enterprises Inc.
Date:	December 6, 2024	By:	/s/ Ian Graham
		Name:	Ian Graham
		Title:	Chief Legal Officer & Corporate Secretary

Dated: October 31, 2024

Ferguson Enterprises Inc. By: /s/ William Brundage Name: William Brundage Title: Chief Financial Officer

Filing Compare · Ferguson Enterprises Inc. /DE/