8-KLeadership Changes

FASTENAL CO 8-K Report, Executive Changes (Jan 17, 2025)

Filed January 17, 2025For Securities:FAST

Summary

Fastenal Company (FAST) has announced a director transition, with Nicholas J. Lundquist stepping down from the Board of Directors due to term limits, effective January 16, 2025. Mr. Lundquist, who had a distinguished 46-year career with Fastenal, including extensive experience in operations and sales leadership, is not seeking re-election as per company policy. His departure is amicable and not related to any operational disagreements. To fill the vacancy and maintain board size, the company has elected Brady D. Ericson as an independent director, also effective January 16, 2025. Mr. Ericson brings significant executive experience, currently serving as President and CEO of PHINIA Inc., a global leader in automotive and industrial components. His appointment to the Audit Committee is also noteworthy. This transition ensures continued independent oversight and brings fresh executive leadership perspectives to Fastenal's board.

Key Highlights

  • 1Nicholas J. Lundquist will not stand for re-election to the Board of Directors due to Fastenal's five-year term limit for former employees.
  • 2Mr. Lundquist's departure is amicable and not due to any disagreements with the company.
  • 3Mr. Lundquist has a long and distinguished career with Fastenal, spanning 46 years in various operational and leadership roles.
  • 4Brady D. Ericson has been elected as a new independent director to the Board, effective January 16, 2025.
  • 5Mr. Ericson currently serves as President and CEO of PHINIA Inc.
  • 6The Board has appointed Mr. Ericson to serve on the Audit Committee.
  • 7The addition of Mr. Ericson maintains the Board's size at eleven directors.

Frequently Asked Questions

Nicholas J. Lundquist is not standing for re-election as a director because he is ineligible to continue serving on the Board due to Fastenal's Corporate Governance Guidelines, which impose a five-year term limit for former employees. His decision is not a result of any disagreements with the Company.

Brady D. Ericson has been elected as a new independent director to the Board. He is the current President and CEO of PHINIA Inc. and has extensive experience in leadership roles within the automotive and industrial sectors.

Yes, Brady D. Ericson has been appointed to serve on the Audit Committee of the Board, effective immediately upon his election.

Mr. Ericson will receive a pro rata portion of the annual retainer for his service as a director for the remainder of the year. He will also receive a pro rata cash payment for an equity award related to his attendance at the remaining Board meetings, all in accordance with the Company's existing director compensation policy.