FASTENAL (FAST)
Sector: Industrials
2026 Annual Meeting Analysis
FASTENAL · Meeting: April 23, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent board chair with relevant logistics and operational experience; attended 100% of meetings; no overboarding, TSR trigger does not apply given FAST's strong 3-year outperformance of peers by 52pp.
Independent director with strong financial and accounting credentials serving as audit committee chair; attended 100% of all meetings; no flags triggered.
Independent director with deep supply chain and multi-location retail experience; attended 100% of all meetings; chairs the nominating and governance committee; no flags triggered.
Independent director and sitting CEO of PHINIA Inc.; joined the board in January 2025 so is exempt from the TSR trigger under the 24-month new director exemption; attended 100% of meetings during his term; holds only one outside public board seat (Fastenal), so overboarding policy is not triggered.
Executive director and outgoing CEO who has announced his departure effective July 2026; FAST's strong 3-year TSR outperformance versus peers (52pp above median) means the TSR trigger does not apply; attended 100% of board meetings; holds one outside public board seat (H.B. Fuller), which is within the sitting CEO limit of fewer than 2 outside seats.
Independent director with deep information technology and operations expertise; attended 100% of all meetings; no flags triggered.
Independent director with strategic planning and ESG expertise; attended 83% of audit committee meetings (above the 75% threshold) and 100% of other meetings; no flags triggered.
Independent director with extensive construction industry CEO experience relevant to Fastenal's customer base; attended 100% of all meetings; a delinquent Form 4 filing was noted but this is a minor administrative issue that does not rise to the level of a voting concern under the policy.
Independent director with strong financial expertise as a sitting CFO and former Deloitte audit manager; attended 75% of board meetings and 83% of audit committee meetings, both at or above the 75% threshold; no flags triggered.
Independent director with relevant global supply chain expertise at Target; attended 100% of all meetings; no flags triggered.
Former Fastenal senior HR executive providing deep institutional knowledge; attended 100% of board meetings; the proxy confirms no more than 30% of the board is comprised of employees or former employees, satisfying the company's own governance guideline; no flags triggered.
All 11 director nominees pass every applicable policy screen. Fastenal's 3-year total shareholder return of +84% outperforms the disclosed peer group median of +31.9% by approximately 52 percentage points, which is above the 50pp threshold required to trigger a negative vote given the strong positive return, so no director faces a TSR-based challenge. Meeting attendance is at or above 75% for all directors. No overboarding, independence, familial relationship, or qualification concerns were identified.
Say on Pay
✓ FORCEO
Daniel L. Florness
Total Comp
$4,183,328
Prior Support
94%%
CEO total compensation of approximately $4.2 million is modest for the CEO of a $52 billion industrial company and is reported by the company to be below the median of its peer group, passing the pay level check comfortably. The pay structure is heavily performance-based: base salary of $750,000 (including the $50,000 director retainer) represents less than 20% of total pay, with the vast majority coming from quarterly cash bonuses tied directly to profit growth above prior-year levels and stock options that only deliver value if the share price rises, satisfying the 50-60% variable pay requirement. Pay-for-performance alignment is strong given FAST's 3-year TSR of 84% significantly outperforming the peer group median of 32%, and shareholders gave 94% approval at the prior meeting, reflecting broad satisfaction with the program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
1 yrs
Audit Fees
$989,989
Non-Audit Fees
$42,000
PwC is a Big 4 firm appropriate for a $52 billion public company. PwC was only appointed for fiscal year 2025 following a competitive selection process, so there is no long-tenure concern. Non-audit fees (audit-related fees of $40,000 plus other fees of $2,000, totaling $42,000) represent approximately 4% of audit fees of $989,989, well below the 50% threshold that would raise independence concerns. No material restatements were disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 6
Shareholder Proposal Relating to an EEO-1 Report Disclosure Policy
Proposals requesting companies to publish their EEO-1 workforce demographic reports are a hallmark filing of ESG and progressive advocacy organizations rather than neutral fiduciary investors, and the board itself makes no recommendation on this proposal, which is consistent with it being a shareholder-submitted item. Under the voting policy, proposals that primarily serve advocacy goals rather than shareholder financial interests are voted against regardless of how they are framed, and this type of proposal — mandating specific diversity-related government reporting disclosures — fits that pattern. Fastenal already publishes a substantial ESG report aligned with GRI, SASB, and TCFD frameworks and has achieved an ISS Prime rating, suggesting meaningful existing disclosure; without a credible neutral fiduciary filer or strong prior-year vote history to justify support, the recommendation is to vote against.
Overall Assessment
This is a clean ballot for Fastenal's 2026 annual meeting. All 11 director nominees, the auditor ratification, and the say-on-pay vote pass every applicable policy screen and receive FOR recommendations, supported by strong stock performance, modest and performance-linked CEO pay, and a freshly appointed Big 4 auditor with a favorable fee structure. The one stockholder proposal, requesting EEO-1 report disclosure, is recommended against as it exhibits the hallmarks of an ideological advocacy filing rather than a neutral fiduciary concern.
Compensation Peer Group
10 companies disclosed in 2026 proxy filing