Why was Stephen L. Eastman appointed to the Board?

Mr. Eastman was appointed to fill a vacancy created by an increase in the number of directors on the Board. His appointment is intended to bring additional expertise to the Board, drawing from his experience at Polaris Industries Inc. and Target Corporation.

Is Mr. Eastman an independent director?

Yes, the Board has determined that Mr. Eastman qualifies as an 'independent director' under the listing standards of The NASDAQ Stock Market.

How will Mr. Eastman be compensated as a director?

Mr. Eastman will receive a pro rata portion of the annual retainer for his service and will be paid $4,000 (plus expenses) for attending each Board meeting and any committee meetings he may be appointed to. This aligns with Fastenal's existing director compensation policy.

Are there any conflicts of interest or related-party transactions with Mr. Eastman?

No, the filing states there are no arrangements or understandings for his selection and no current or proposed transactions requiring disclosure under Item 404(a) of Regulation S-K.

FAST 8-K: Leadership Changes

Summary

Fastenal Company (FAST) announced on May 28, 2015, the election of Stephen L. Eastman as a new director to its Board, effective June 1, 2015. This appointment increases the Board size from nine to ten directors, filling a newly created vacancy. Mr. Eastman's addition is intended to enhance the Board's expertise, bringing experience from his current role as Vice President at Polaris Industries Inc. and nearly 30 years at Target Corporation. Mr. Eastman is considered an independent director by NASDAQ listing standards. His compensation will be in line with the Company's existing director compensation policy, receiving a pro rata annual retainer and per-meeting fees. There are no undisclosed related-party transactions involving Mr. Eastman. Investors should note this is a governance-related update, expanding the Board with a director possessing significant retail and manufacturing industry experience.

Key Highlights

1Stephen L. Eastman appointed as a new director to the Board, effective June 1, 2015.
2Board size increased from nine to ten directors.
3Mr. Eastman is an independent director under NASDAQ listing standards.
4Mr. Eastman brings extensive experience from Polaris Industries Inc. and Target Corporation.
5Director compensation will follow the existing company policy, including per-meeting fees.
6No disclosed related-party transactions or arrangements concerning Mr. Eastman's appointment.

FASTENAL CO 8-K Report, Executive Changes (Jun 1, 2015)

Summary

Key Highlights

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