| (a) | 2019 Annual Meeting of Shareholders |
On February 12, 2019, Beacon Roofing Supply, Inc. (the “Company”) held its Annual Meeting of Shareholders.
| (b) | Voting Results |
Proposal No. 1 – Shareholders elected twelve directors to hold office until the 2020 Annual Meeting of Shareholders or until their successors are elected and qualified. The final votes with respect to each director nominee were:
| For | Withheld | Broker Non-Votes | ||||||||||
| Robert R. Buck | 64,924,313 | 2,325,294 | 3,833,274 | |||||||||
| Paul M. Isabella | 66,340,754 | 908,853 | 3,833,274 | |||||||||
| Carl T. Berquist | 66,471,078 | 778,529 | 3,833,274 | |||||||||
| Barbara G. Fast | 66,778,514 | 471,093 | 3,833,274 | |||||||||
| Richard W. Frost | 63,011,875 | 4,237,732 | 3,833,274 | |||||||||
| Alan Gershenhorn | 63,975,054 | 3,274,553 | 3,833,274 | |||||||||
| Philip W. Knisely | 65,317,801 | 1,931,806 | 3,833,274 | |||||||||
| Robert M. McLaughlin | 66,470,917 | 778,690 | 3,833,274 | |||||||||
| Neil S. Novich | 66,359,430 | 890,177 | 3,833,274 | |||||||||
| Stuart A. Randle | 63,479,246 | 3,770,361 | 3,833,274 | |||||||||
| Nathan K. Sleeper | 65,319,082 | 1,930,525 | 3,833,274 | |||||||||
| Douglas L. Young | 63,977,221 | 3,272,386 | 3,833,274 |
Proposal No. 2 – Shareholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019. The final votes were:
| For | 70,376,416 | |||
| Against | 403,250 | |||
| Abstain | 303,215 | |||
| Broker Non-Votes | – |
Proposal No. 3 – Shareholders approved the compensation for the Company’s named executive officers as presented in in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 10, 2019 on a non-binding, advisory basis. The final votes were:
| For | 65,166,209 | |||
| Against | 1,873,133 | |||
| Abstain | 210,265 | |||
| Broker Non-Votes | 3,833,274 |
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