Beacon Roofing Supply, Inc.

A LETTER TO OUR STOCKHOLDERS:

Ambition 2025, our detailed strategic plan was unveiled in February of last year. It is a structured roadmap with initiatives that are targeted and measurable.

During the first year of the plan, we made significant progress toward achieving the targets laid out. We had record performance in 2022, generating net sales of $8.4 billion, producing 24 percent growth year over year with higher revenue across all three of our lines of business. We stayed ahead of inflation through successful pricing execution and ensuring a high-quality experience for residential, commercial, and complementary product customers. We delivered net income of $458.4 million and a record $910 million in Adjusted EBITDA and our second consecutive calendar year of strong net income margins and double-digit EBITDA margins.¹

Our digital capability continues to be a competitive differentiator and we have the most complete digital offering. During the year, we expanded our capabilities to serve customers in the way that brings them the most value. In October, we announced the launch of Beacon’s new PRO+ mobile app. The app was custom designed for iPhone and Android devices and specifically tailored to meet the needs of contractors who spend their days on the go. Sales through our digital channel reached $1 billion in 2022 and we are continuing to invest in building on our technology leadership.

Our private label line of high-quality building products sold under the TRI-BUILT^® brand delivers professional results and permits our customers to differentiate themselves from competitors. In February, we refreshed the TRI-BUILT label brand to include a new, streamlined logo and visual appeal to contribute to the brand’s overall identity, making it easier for contractors to identify. Sales of these high-margin products reached a record high in 2022, and we remain on track to deliver on our Ambition 2025 goal of achieving revenue of $1 billion by 2025.

Our initiatives to grow national accounts are also generating results. Our ability to invest in specialized account representatives who focus on the operational dynamics in each of these end markets offers a differentiated value proposition for high-volume customers. In 2022, we grew net sales to our largest customers by an impressive 36%, reaching its highest level in history.

Our longstanding continuous improvement mindset, including the initiative to drive improved performance at our bottom quintile branches, has generated meaningful contribution for many years, and 2022 was no different. The structure to improve these branches is simple, repeatable and has made a significant contribution to the top-line and the bottom-line.

¹  Non-GAAP measure. See Appendix A for a reconciliation to net income (loss) from continuing operations, the most directly comparable GAAP financial measure.

Our Beacon OTC^® network remained a differentiator. At year end, we had 60 markets including over 280 branches where our teams work together to deliver a service model that is solely focused on solutions. The result is improved customer service, lower cost to serve, better inventory management and accelerated talent development.

Attracting and retaining the best talent is critical to unlocking the potential of our people, our growth engine, and our operations. We filled several key leadership positions within our sales force, lines of business and leadership ranks, while at the same time advancing our diversity, equity and inclusion initiatives.

We remained committed to being a vital member of the local communities in which we live, operate, and serve. As part of our Investor Day last year, we issued our inaugural Corporate Social Responsibility report centered around our core values. In addition, we set a goal to reduce our carbon emission intensity by 50% by 2030 with a focus on our facilities and fleet.

Our strategic initiatives are designed to create shareholder value, and we are committed to improving returns for owners of our stock. In 2022, we repurchased and retired shares representing more than ³⁄₄ of the $500 million share repurchase authorization announced at our Investor Day last year.

As we look forward, we are confident that our resilient business model is positioned to outperform the market in a dynamic demand environment. I thank our more than seven thousand team members for an outstanding 2022 and their relentless commitment to helping our customers build more every day.

As always, we sincerely appreciate the support from the investment community as well as our valued customers, suppliers, and employees.

Sincerely,

Julian G. Francis

President and Chief Executive Officer

April 5, 2023

BEACON ROOFING SUPPLY, INC.

505 Huntmar Park Drive, Suite 300

Herndon, Virginia 20170

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 13, 2018

To the shareholders of Beacon Roofing Supply, Inc.:

The 2018 Annual Meeting of Shareholders of Beacon Roofing Supply, Inc. (the “Company”) will be held at the Ritz-Carlton Hotel, 280 Vanderbilt Beach Road, Naples, FL, 34108 on Tuesday, February 13, 2018, at 8:00 a.m. local time, for the purpose of considering and voting on the following matters:

Although ourBy Order of the Board of Directors intends to carefully consider

CHRISTINE S. REDDY, Corporate Secretary

Herndon, Virginia

April 5, 2023

To assist you in reviewing the shareholder votes resulting from Proposal No. 3, those final votes will not be binding on us and are advisory in nature. All holders of record of shares of Beacon Roofing Supply, Inc. stock (Nasdaq:BECN) at the close of business on December 18, 2017 are entitled to receive notice of the meeting and to vote at the meeting. Your attention is directed to the accompanying proxy statement for further information with respect to the mattersproposals to be acted upon at the meeting.

Whether2023 Annual Meeting of Stockholders (the “Annual Meeting”), we call your attention to the following information about Beacon Roofing Supply, Inc.’s (“Beacon”, the “Company,” “we,” “our” or not you expect to be present,“us”) financial performance, key executive compensation actions and decisions, and corporate governance highlights. The following description is only a summary. For more complete information about these topics, please vote by proxy overreview the Internet, by telephone, or by signing, dating,Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and returning the enclosed proxy card in the enclosed pre-addressed envelope as promptly as possible. No postage is required if mailed in the United States.complete Proxy Statement that follows.

The Compensation Committee of the Board of Directors (the “Board”) continued its historic practice of granting performance incentives, pursuant to which the Company’s executives may earn annual cash incentives and long-term equity incentive compensation in the form of Company stock options and restricted stock unit awards based on various performance metrics.

In addition, in 2022, in connection with the Company’s Ambition 2025 strategic plan and to align executives and managers at various levels of the Company with long-term stockholder returns (a priority set forth in the Ambition 2025 strategic plan), the Compensation Committee authorized 463,540 awards of performance-based restricted stock units (the “A25 Performance Stock

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Units”) to a group of approximately 133 employees. A substantial majority of the recipients were non-executive officer employees consisting of the Company’s senior management and key operations and sales leaders, in addition to executive officers (other than the Chief Executive Officer who is an important meeting and all shareholders are invitednot eligible for the program). The full vesting of such awards is tied to attend the meetingsignificant stock appreciation that would, if achieved, result in person. Those shareholders who are unable to attend are respectfully urged to vote by proxy over the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card as promptly as possiblea compounded average growth rate in the enclosed return envelope. No postage is required if mailed inCompany’s stock price of approximately 16% through the United States. Shareholders who executefirst quarter of 2026.

Every year, we provide for a proxy card may nevertheless attendstockholder advisory vote on executive compensation, which gives stockholders the meeting, revoke their proxy and vote their shares in person.

Important Notice Regardingopportunity to endorse or not endorse the Availability of Proxy Materials forCompany’s named executive compensation program. At the Company’s 2022 Annual Meeting of ShareholdersStockholders, our stockholders approved the Company’s named executive compensation program with over 98% of the votes cast being voted in favor.

Beacon has a longstanding commitment to be Held on February 13, 2018: This proxy statementeffective governance of its business and affairs for the benefit of stockholders, including comprising its Board with a broad diversity of experience, professions, skills and perspectives to provide the strong oversight and strategic direction required to govern our business and strengthen and support our management team. The Board’s commitment to diversity of backgrounds has been demonstrated through the appointment in recent years of highly qualified diverse candidates, including Ms. Mason in March 2023, Ms. Hart in October 2022, Mr. Newsome in March 2021 and Major General Fast in October 2018.

Further, each committee of the Board annually reviews its charter while the Board’s Nominating and Governance Committee reviews our Corporate Governance Guidelines at least annually and periodically reviews our Insider Trading Policy. These documents are revised, as appropriate, in response to changing regulatory requirements, evolving best practices and the fiscal year 2017 Annual Reportperspectives of our stockholders and other stakeholders. Accordingly, in 2022, the Company made appropriate updates and amendments to each of its committee charters, Corporate Governance Guidelines and Insider Trading Policy.

We also maintain a Code of Ethics & Business Conduct (the “Code of Ethics”), most recently updated in November 2021, that establishes standards of conduct and expectations for our directors, officers and employees and the overall manner in which we conduct business. The Code of Ethics, along with our other policies and business standards and our overall risk and compliance programs, are alsocomponents of mitigating the risks associated with the operation of our business. The full text of our Code of Ethics is available on our website at www.proxydocs.com/BECN.www.becn.com.

The Board has established three (3) standing committees, each composed of only independent directors: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. Each committee meets on a regular basis, operates under a written charter and periodically performs a self-evaluation to determine whether the committee is functioning effectively and fulfilling its duties as prescribed by its charter. Each committee has the authority and ability to hire and terminate its own outside advisors. A copy of each committee’s charter is available on our website at www.becn.com.

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Board Diversity

Our Board seeks independent directors with a broad diversity of experience, professions, skills and backgrounds as well as gender and racial/ethnic diversity that will enhance the quality of the Board’s deliberations and decisions. Our director nominees have a balance of tenure, independence, age, and diverse backgrounds, professional experience and skill sets, which provides our Board with an effective mix of experience and fresh perspective.

Other Governance Practices

Our corporate governance policies reflect best practices and include:

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Beacon Roofing Supply, Inc.

505 Huntmar Park Drive, Suite 300

Herndon, Virginia 20170

PROXY STATEMENT

The Beacon Roofing Supply, Inc. 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Wednesday, May 17, 2023, beginning at 8:00 a.m. local time, at Beacon’s corporate headquarters, 505 Huntmar Park Drive, Herndon, Virginia 20170. This proxy statementProxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Beacon Roofing Supply, Inc. of proxies from the holders of our common stock, par value $.01$0.01 per share, for use at our 20182023 Annual Meeting of Shareholders to be held at the Ritz-Carlton Hotel, 280 Vanderbilt Beach Road, Naples, FL, 34108 on Tuesday, February 13, 2018, at 8:00 a.m. local timeStockholders or at any adjournment(s) or postponement(s) of the annual meeting.Annual Meeting.

This proxy statement and the enclosed form of proxy are being mailed on or about January 10, 2018 to shareholdersStockholders of record as of December 18, 2017. Shareholders should review the information provided in this proxy statement in conjunction with our 2017 Annual Report that accompanies this proxy statement. In this proxy statement, we refer to Beacon Roofing Supply, Inc. as “we,” “our” and the “Company.” This proxy statement and the 2017 Annual Report are also available to be viewed and downloaded at www.proxydocs.com/BECN.

Our principal executive offices are located at 505 Huntmar Park Drive, Suite 300, Herndon, Virginia 20170.

TABLE OF CONTENTS

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ABOUT THE MEETING

What is the date, time and place of the annual meeting?

The Beacon Roofing Supply, Inc. 2018 Annual Meeting of Shareholders will be held on Tuesday, February 13, 2018, beginning at 8:00 a.m., local time, at the Ritz-Carlton Hotel, 280 Vanderbilt Beach Road, Naples, FL 34108.

What is the purpose of the annual meeting?

At the annual meeting, shareholders will act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, consisting of 1) election of directors; 2) ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018; 3) approval of the compensation of our named executive officers on a non-binding, advisory basis;common stock and 4) any other matters that properly come before the meeting.

Who is entitled to vote at the meeting?

Only our shareholders of recordSeries A Cumulative Participating Preferred Stock (the “Preferred Stock”) at the close of business on December 18, 2017,March 22, 2023, the record date for the meeting, are entitled to receive notice of, and to participate in, the annual meeting.Annual Meeting. If you were a shareholderstockholder of record on that date, you will be entitled to vote all of the shares you held on that date at the meeting, or any postponement(s) or adjournment(s) of the meeting. As of the record date, there were 67,968,82264,328,029 shares of common stock outstanding, all of which are entitled to be voted at the annual meeting.

Annual Meeting. In addition, as of the record date, there were 400,000 shares of Preferred Stock outstanding, all of which are entitled to be voted at the Annual Meeting. The Preferred Stock is entitled to vote, together with the common stock as a single class, on each matter to come before the Annual Meeting, with a number of votes based on the number of shares of common stock into which the Preferred Stock is convertible as of the record date. Accordingly, the 400,000 shares of Preferred Stock are entitled to a total of 9,694,619 votes. As a result, a total of 74,022,648 votes are eligible to be cast at the Annual Meeting based on the number of outstanding shares of common stock and Preferred Stock as of the record date. A list of our shareholdersstockholders will be available at our headquarters at 505 Huntmar Park Drive, Suite 300, Herndon, Virginia 20170 for a period of ten days prior to the annual meeting and at the annual meetingAnnual Meeting itself for examination by any shareholder.stockholder.

WhatA Notice of Internet Availability of Proxy Materials or the Proxy Statement as well as the form of proxy are first being mailed to stockholders on or about April 5, 2023. Stockholders should review the voting rightsinformation provided in this Proxy Statement in conjunction with our 2022 Annual Report that accompanies this Proxy Statement. In this Proxy Statement, we refer to Beacon Roofing Supply, Inc. as “we,” “our” and the “Company.” This Proxy Statement and the 2022 Annual Report are also available to be viewed and downloaded at www.proxydocs.com/BECN.

Purpose of Meeting

At the Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting on the cover page of this Proxy Statement, consisting of the holders(1) election of our common stock?

Holders of common stock are entitled to one vote per share on each matter that is submitted to shareholders for approval.

Who can attend the meeting?

All of our shareholders as of the record date, or their duly appointed proxies, may attend the meeting, and each may be accompanied by one guest. Please also note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of common stock representing a majority of the combined voting power of the outstanding shares of stock on the record date will constitute a quorum, permitting the meeting to conduct its business. As of the record date, there were 67,968,822 shares of common stock outstanding, all of which are entitled to be voted at the annual meeting.

What vote is required to approve each item?

For purposes of electing directors at the annual meeting, the nominees receiving the support of our shareholders representing the greatest numbers of shares of common stock present at the meeting, in person or by proxy and entitled to vote, shall be elected as directors. The affirmative vote of a majority of the shares of common stock present at the meeting in person or by proxy and entitled to vote is required for the:directors; (2) ratification of the selection of Ernst & Young LLP;LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; (3) approval of the compensation of our named executive officers; andofficers on a non-binding, advisory basis; (4) approval of the frequency of future advisory votes on executive compensation; (5) approval of Beacon’s 2023 Employee Stock Purchase Plan; and (6) any other mattermatters that may be submitted to a vote of our shareholders.properly come before the meeting.

Although

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Change in Fiscal Year End

On August 11, 2021, our Board adopted a change in our fiscal year end from September 30 to December 31. As such, where appropriate, this Proxy Statement contains information relating to the transition quarter of Directors intendsOctober 1, 2021 to carefully considerDecember 31, 2021 (the “Transition Quarter”), the shareholder vote on the compensation of our named executive officers, that vote will not be binding on us and is advisory in nature.

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The inspector of election for the annual meeting shall determine the number of shares of common stock represented at the meeting, the existence of a quorumfiscal year ended December 31, 2022 (the “Fiscal Year 2022”) and the validityfifteen (15)-month period composed of Fiscal Year 2022 and effect of proxies, and shall count and tabulate ballots and votes and determine the results thereof. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting for purposes of determining a quorum. A “broker non-vote” will occur when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power with respect to that proposal and has not received instructions from the beneficial owner. Broker non-votes will not be counted as votes cast “for” or votes “withheld” for the election of directors. On other matters submitted for a vote, broker non-votes will not be considered in tallying votes cast, and abstentions will be treated as a vote “against.Transition Quarter (the “15-Month Period” If less than a majority of the combined voting power of the outstanding shares of common stock is represented at the annual meeting, a majority of the shares so represented may adjourn the annual meeting from time to time without further notice.).

What are the Board’s recommendations?Board Recommendations

As more fully discussed under Summary“Summary of Business Matters to be Voted On,” our Board of Directors recommendsrecommends: (1) a vote FOR the election of the respective nominees for director named in this proxy statement;Proxy Statement; (2) a vote FOR the ratification of the selection of Ernst & Young LLP; andLLP for the fiscal year ended December 31, 2023; (3) a vote FOR approval of the executive compensation.compensation; (4) the selection of ONE YEAR as the frequency of future advisory votes on executive compensation; and (5) a vote FOR the approval of Beacon’s 2023 Employee Stock Purchase Plan.

Unless contrary instructions are indicated on the enclosed proxy, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth below) will be voted (1) FOR the election of the respective nominees for director named in this proxy statement;Proxy Statement; (2) FOR the ratification of the selection of Ernst & Young LLP;LLP for the fiscal year ended December 31, 2023; (3) FOR the approval of the compensation of our named executive officers; (4) for the selection of ONE YEAR as the frequency of future advisory votes on compensation for named executive officers; (5) FOR the approval of Beacon’s 2023 Employee Stock Purchase Plan; and (4)(6) in accordance with the recommendation of our Board, of Directors, FOR or AGAINST all other matters as may properly come before the annual meeting.Annual Meeting. In the event a shareholderstockholder specifies a different choice by means of the enclosed proxy, such shares will be voted in accordance with the specification made.

How do I vote?Attendance at the Annual Meeting

All of our stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Please note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

Access to Proxy Materials

We are pleased to utilize the U.S. Securities and Exchange Commission (“SEC”) rule allowing companies to furnish their proxy materials to stockholders over the Internet. This method allows us to provide you with all the information that you need while reducing the costs associated with delivery of these materials and reducing the environmental impact of our Annual Meeting. As a result, we are mailing to many of our stockholders a notice about the Internet availability, instead of a paper copy, of our Proxy Statement and 2022 Annual Report. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials by mail.

Your notice about the Internet availability of the proxy materials, proxy form, or voting instruction form will contain instructions on how to view our proxy materials for the Annual Meeting on the Internet. Our proxy materials will be available at this website through the conclusion of the Annual Meeting.

Stockholders also may request a free copy of this Proxy Statement and/or our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 24, 2023 (the “2022 Form 10-K”), by writing to: Beacon Roofing Supply, Inc., 505 Huntmar Park Drive, Suite 300, Herndon, Virginia 20170, Attention: Corporate Secretary, phone number (571) 323-3939. Alternatively, stockholders can access our 2022 Form 10-K on our website at: https://ir.beaconroofingsupply.com. We will also furnish any exhibit to the 2022 Form 10-K, if specifically requested.

Voting; Quorum

Common Stock. Holders of common stock are entitled to one vote per share on each matter that is submitted to stockholders for approval.

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Preferred Stock. The holder of the Preferred Stock is entitled to an aggregate of 9,694,619 votes on each matter submitted to stockholders for approval, based on the aggregate number of shares of common stock into which the Preferred Stock is convertible as of the record date. Pursuant to the terms of the investment agreement described under “Certain Relationships and Related Transactions,” the holder of the Preferred Stock has agreed to vote in favor of each director nominated and recommended by the Board for election at the Annual Meeting. The holder is entitled to vote in its discretion on the other proposals described in this Proxy Statement.

Quorum. The presence at the meeting, in person or by proxy, of the holders of common stock and Preferred Stock representing a majority of the combined voting power of the outstanding shares of stock on the record date will constitute a quorum, permitting the meeting to conduct its business.

Required Votes

The election of the thirteen (13) director nominees named in this Proxy Statement requires the affirmative vote of shares of common stock and Preferred Stock, voting together as a single class, representing a plurality of the votes cast for such election at the Annual Meeting. This means that the thirteen (13) director nominees will be elected if they receive more “for” votes than any other person. “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of the nominees.

For purposes of determining how often (i.e. every one, two or three years) the Company will include a proposal on executive compensation in our annual proxy statement, the Company will treat the option receiving a plurality of the votes cast as the option approved by stockholders. This means that the option receiving more “for” votes than any other option will be treated by the Company as the option approved by stockholders. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.

The remaining proposals, including the ratification of the selection of Ernst & Young LLP, approval of the compensation of our named executive officers and approval of the Company’s 2023 Employee Stock Purchase Plan, all require the affirmative vote of shares of common stock and Preferred Stock, voting together as a single class, representing a majority of votes cast on such proposal at the Annual Meeting (meaning that such number of shares voted “for” such proposal exceeds the number of shares voted “against” such proposal). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for these proposals.

Although our Board intends to carefully consider the stockholder vote on the ratification of the selection of Ernst & Young LLP, the compensation of our named executive officers and the frequency of such vote, such votes will not be binding on us and are advisory in nature.

The inspector of election for the Annual Meeting shall determine the number of shares of common stock and Preferred Stock represented at the meeting, confirm the existence of a quorum and the validity and effect of proxies, and shall also count and tabulate ballots and votes and determine the results thereof. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting for purposes of determining a quorum. A “broker non-vote” will occur when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power with respect to that proposal and has not received instructions from the beneficial owner. If less than a majority of the combined voting power of the outstanding shares of common stock and Preferred Stock is represented at the Annual Meeting, the holders of shares representing a majority of the voting power so represented may adjourn the Annual Meeting to another time without further notice.

Effect of Not Voting

If you are a stockholder of record and do not vote by telephone or over the Internet or by completing and returning your proxy card, your shares will not be voted. If you are a beneficial owner and do not instruct your broker, bank or other nominee how to vote your shares, the question of whether your broker, bank or other nominee will still be able to vote your shares depends on whether Nasdaq deems the particular proposal to be a “routine” matter. Brokers, banks or other nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine”

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If you are a holder of record (that is, if your shares are registered in your own name with our transfer agent), you may vote by proxy over the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card. Voting instructions for each method are provided on the proxy card contained in the proxy materials.

If you are a participant in the Beacon stock fund under the Beacon Sales Acquisition, Inc. 401(k) Profit Sharing Plan or a (the “Beacon employee holding shares on the Solium Shareworks platform401(k) Plan”), you may furnish voting instructions over the Internet, by telephone, or by signing, dating and returning the enclosed proxy card. Voting instructions for each method are provided on the proxy card contained in the proxy materials.

If you are a street name holder (that is, if you hold your shares through a bank, broker or other holder of record), you must vote in accordance with the voting instruction form provided by your bank, broker or other holder of record. The availability of telephone or internet voting will depend upon your bank’s, broker’s, or other holder of record’s voting process.

If you come to the meeting, you can vote in person. If you are a street name holder and wish to vote at the meeting, you must first obtain a proxy from your bank, broker or other holder of record authorizing you to vote.

Can I change my vote after I return my proxy card?Revoking Proxies

Yes. The giving of a proxy does not eliminate the right to vote in person should any shareholderstockholder giving the proxy so desire. ShareholdersStockholders have an unconditional right to revoke their proxy at any time prior to the exercise of that proxy, by voting in person at the annual meeting,Annual Meeting, by filing a written revocation with our Corporate Secretary at our headquarters or by submitting a later dated proxy by telephone, over the Internet, or by mail.

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Who pays for costs relating to the proxy materials and Annual Meeting of Shareholders?Solicitation Costs

The costs of preparing assembling and mailing this proxy statement,Proxy Statement, the Notice of Annual Meeting of ShareholdersStockholders and the enclosed Annual Report and proxy card, along with the cost of posting the proxy materials on a website, and any mailing costs, are to be borne by us. In addition to the use of mail, ourOur directors, officers and employees may solicit proxies personally and by telephone, e-mail facsimile and other electronic means.means or by U.S. mail. They will receive no compensation in addition to their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy material to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in so doing.

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STOCK OWNERSHIP

Who are the largest owners of our common stock? How many shares of common stock do our directors and executive officers own?

The following table shows information regarding the beneficial ownership of our common stock for the following:

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(19)  Consists of 9,455 restricted stock units with time-based vesting.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership on Forms 3, 4 and 5, as applicable, with the Securities and Exchange Commission (“SEC”). Officers, directors and shareholders owning more than ten percent of our common stock are required by the SEC regulations to furnish us with copies of all Forms 3, 4 and 5 they file.

Based solely on our review of the copies of these forms received or representations from certain reporting persons that no forms were required to be filed, we believe that all of our officers, directors, and greater than ten percent beneficial owners complied with all filing requirements applicable to them with respect to transactions during the fiscal year ended September 30, 2017.

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SUMMARY OF BUSINESS MATTERS TO BE VOTED ON

Proposal 1.

ELECTION OF DIRECTORS

Our Amended and Restated Certificate of Incorporation and Bylaws provide that our Board of Directors shall consist of not less than three members to serve one-year terms of office. The authorized number of directors for this election is set at eleven members. Upon election at the annual meeting, our directors will serve terms expiring at the 2019 Annual Meeting of Shareholders or until their successors have been duly elected and qualified. The following individuals are our nominees:

Our Amended and Restated Certificate of Incorporation and By-Laws provide that our Board shall consist of not less than three members. The authorized number of directors for this election is set at thirteen (13) members. In keeping with corporate governance best practices, our Board is not staggered; the full Board is up for election every year. As a result, the Nominating and Governance Committee of the Board has nominated the thirteen (13) current members of the Company’s Board, to serve as directors until the 2024 Annual Meeting of Stockholders or until their successors have been duly elected and qualified:

Each nominee has consented to serve as a director; however, in the event that a nominee for a directorship is unable to accept election or if any other unforeseen contingencies should arise, it is intended that proxies will be voted for the remaining nominees, if any, and for such other person as may be designated by the Board, unless it is directed by a proxy to do otherwise. The Board has no reason to believe that any of the nominees will be unable to serve. Except as indicated in this Proxy Statement, there are no arrangements or understandings between any of the nominees and any other person pursuant to which such nominees were selected.

Our Company has grown rapidly through organic growth and acquisitions to become the largest publicly traded distributor of residential and non-residential roofing materials and complementary building products in the United States and Canada, operating branches in all 50 U.S. states and six Canadian provinces. Accordingly, our Board nominees have experience in a variety of areas important to our Company, such as managing and overseeing the management of large public and private companies (including distribution companies), corporate governance and executive compensation, strategic planning, mergers and acquisitions, procuring financing for business growth, international operations, cybersecurity, information technology and marketing, and experience in our industry. Our Nominating and Governance Committee and Board believe that these Board nominees provide us with the range and depth of experience and capabilities needed to effectively oversee the management of our Company. In addition, we believe our directors complement each other well and together comprise a cohesive unit in terms of Board process and collaboration.

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The following sets forth certain information about our nominees. There are no family relationships between any of our directors or executive officers. The Company believes in serving its stockholders through representation on the Board that ensures oversight of the Company, as well as implementation of the strategic plan and business model. The Nominating and Governance Committee, on behalf of the entire Board, reviews not only the personal qualities and characteristics in a Board member or potential candidate, but also the individual’s diverse education, business and cultural backgrounds to address our current and anticipated needs as our opportunities and challenges evolve.

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Director Independence

The Board has determined that each of the current Company directors, with the exceptions of Philip W. Knisely, Julian G. Francis and Nathan K. Sleeper, is “independent” under Nasdaq listing standards and the rules of the SEC. Messrs. Knisely, Sleeper and Francis are not independent due to Messrs. Knisely’s and Sleeper’s relationship with CD&R, our largest stockholder, and Mr. Francis’ service as our President and Chief Executive Officer. We believe we comply with all applicable requirements of Nasdaq and the SEC relating to director independence and the composition of the committees of our Board.

Board Committees and Meetings

Our Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each such committee operates under a formal charter that governs its duties and conduct and requires a majority of committee members to make a quorum and a majority of the quorum to approve committee actions. Each charter is reviewed at least annually and revised, as appropriate, to comply with changing regulatory requirements and reflect evolving best practices. A copy of each committee’s charter and the Company’s Corporate Governance Guidelines are available on our website at www.becn.com. In addition, each committee’s charter and the Company’s Corporate Governance Guidelines are available in print to any stockholder who requests it in writing to our Corporate Secretary at Beacon Roofing Supply, Inc., 505 Huntmar Park Drive, Suite 300, Herndon, Virginia 20170.

Each director serving on the Audit Committee, Compensation Committee and/or Nominating and Governance Committee are independent under Nasdaq listing standards (as adopted under SEC rules). Each director serving on the Audit Committee meets the independence criteria prescribed by applicable law and the rules of the SEC for Audit Committee membership and meets Nasdaq’s financial knowledge requirements. The Board has determined that Mr. McLaughlin and Ms. Hart are “audit committee financial experts” as such term is defined in Regulation S-K promulgated by the SEC. Further, each director serving on the Compensation Committee is a non-employee director (as defined in Rule 16b-3 under the Securities Exchange Act), and does not have “interlocking” or other relationships with us that would detract from their independence as committee members.

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The table below shows the number of Board and Committee meetings held in Fiscal Year 2022 and the Transition Quarter.

Director Selection

When identifying, evaluating and considering potential candidates for membership on our Board, including those who might be recommended or nominated by our stockholders, the Nominating and Governance Committee considers, among other factors, current and past experience (as outlined in the Director Experience section below), integrity and ability and willingness to devote the necessary time and energy to our Board’s service. The Nominating and Governance Committee also leads the Board in an annual self-evaluation to determine whether the Board and its committees are functioning effectively and in compliance with the Company’s Corporate Governance Guidelines. This self-evaluation includes a review and assessment of the continuing independence of the Board’s non-management directors and whether Board membership and size reflects an appropriate level of diversity.

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The Nominating and Governance Committee will consider nominees for our Board of Directors from our stockholders for inclusion in our Proxy Statement, using the same criteria as for other candidates. Proposed nominations should be submitted in writing to our Corporate Secretary, at 505 Huntmar Park Drive, Suite 300, Herndon, VA 20170. The stockholder nomination should include the name and address of the stockholder making the nomination and evidence of his or her ownership of our common stock, including the number of shares and period of ownership, the name and address of the director candidate, and his or her resume or listing of qualifications, and the candidate’s signed consent to serve as a director if elected and to be named in our Proxy Statement. To be considered, the nomination must be timely received by our Corporate Secretary in accordance with the timing described in “Submission of Stockholder Proposals or Director Nominations for 2024 Annual Meeting of Stockholders” elsewhere in this Proxy Statement. The Nominating and Governance Committee may consider advice and recommendations from others, including search firms as it deems appropriate.

Director Experience

In addition to the director biographies above, the below tables highlight specific experience, skills, qualifications and attributes of our directors that are important to us and how the composition of our nominees for the Board meets these needs. A director may possess additional experience, skills, qualifications and attributes, even if not specifically indicated below.

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Director Diversity

Our Board seeks independent directors with a broad diversity of experience, professions, skills and backgrounds that will enhance the Board’s views and opinions and will provide for further robust deliberations and more innovative and resilient decisions. We believe that enhancing our Board’s diversity is for the Company’s and stockholders’ long-term benefit.

The Board endorses the principle that it should have a balance of skills, experience and diversity of perspectives appropriate to our current and future strategic initiatives, opportunities and challenges. Accordingly, the Board is committed to actively seeking out highly qualified diverse candidates with a variety of backgrounds, skills and experiences as part of the director selection process. This promotes inclusiveness, fosters a breadth of thinking, enhances the Board’s deliberations and contributes to the Board’s overall effectiveness. In evaluating the suitability of potential candidates to the Board, the Nominating and Governance Committee considers the benefits of diversity, including diversity of thought, viewpoints, educational and professional background, gender, race, ethnicity, national origin, sexual orientation or other elements of identity. Any search firm engaged by the Nominating and Governance Committee will be tasked with considering the characteristics described here and in the Company’s Corporate Governance Guidelines.

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The Board has demonstrated its commitment to selecting highly qualified diverse candidates in recent years, including through the appointment of Ms. Mason in March 2023, Ms. Hart in October 2022, Mr. Newsome in March 2021 and Major General Fast in October 2018.

Board Diversity Matrix. The table below provides certain highlights of the composition of our Board nominees as of March 22, 2023. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Compensation of Directors

Please see “Compensation of Directors” in the Information on Executive Compensation section of this Proxy Statement.

Board Leadership Structure

Mr. Knisely serves as our non-executive Chair of the Board. Our Chief Executive Officer, Julian Francis, also serves on the Board. The Board believes that this leadership model is appropriate for the following reasons:

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Because our Chair of the Board has not been determined to be an independent director by our Board due to his affiliation with CD&R (as described in more detail under “Certain Relationships and Related Transactions” below), our Board has elected a Lead Independent Director. Mr. Stuart Randle currently serves as the Board’s Lead Independent Director, and the responsibilities of this position include the following:

Our business and affairs are managed under the direction of our Board, which is the Company’s ultimate decision-making body, except with respect to those matters reserved to our stockholders. Our Board’s key mission is to maximize long-term stockholder value. Our Board establishes our overall corporate policies, selects and evaluates our executive management team (which is charged with the conduct of our business), and acts as an advisor and counselor to executive management. Our Board also oversees our business strategy and planning, as well as the performance of management in executing its business strategy and assessing and managing risks.

Role in Risk Oversight and Succession Planning

The Board takes an active role in monitoring and assessing the Company’s risks, which include risks associated with business strategy, operations, credit, financing, cybersecurity, and capital investments. Management is responsible for the Company’s day-to-day risk management activities and our Board’s role is to engage in informed risk oversight. Our Board members also annually participate in the Company’s risk assessment process and evaluation. Management, facilitated by its internal audit function, engages in a collaborative process to review, assess and create an annual ranking of risks to which the Company could be subjected. Our Vice President of Internal Audit reviews the results of this risk assessment with the Audit Committee. Any significant risks are then reviewed by the Board and assigned for oversight. In fulfilling this oversight role, our Board focuses on understanding the nature of our enterprise risks, including our operations and strategic direction, as well as the adequacy of our risk management process and overall risk management system. There are a number of ways our Board performs this function, including the following:

The Compensation Committee also has oversight responsibility for risks and exposures related to employee compensation programs, and it assesses whether the organization’s compensation practices encourage risk taking that would have a material adverse effect on the Company. The Compensation Committee periodically reviews the structure and elements of our compensation programs and its policies and practices that manage or mitigate such risk, including the balance of short-term and long-term incentives, use of multiple performance measures, and a multi-year vesting schedule for long-term incentives. In addition to such periodic reviews, the Compensation Committee periodically engages FW Cook (as defined below) to review and provide a risk assessment of Beacon’s compensation programs. Based on these reviews, the Compensation Committee believes that our compensation programs do not encourage excessive risk taking.

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Further, a key responsibility of the Board is overseeing the identification and development of senior leadership. The Board meets potential leaders at many levels across the organization through formal presentations and informal activities throughout the year. The Board and management are actively engaged in succession planning. This process includes review and discussion of the performance and development of senior leadership on a regular basis, along with management’s evaluation and recommendations for senior leadership succession. To assist the Board, our Chief Executive Officer presents an annual report on succession planning and evaluation of key executives as well as a recommendation to the Board as to his successor.

Cybersecurity

One of Beacon’s focuses is to ensure that our information security team deploys an array of cybersecurity capabilities to protect our various business systems and data. Below are some of the measures we take to ensure Beacon’s cybersecurity:

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Environmental, Social and Governance (ESG)

Beacon was founded on a set of principles that have guided our business practices and growth philosophy for over 90 years. Through growth, geographic expansion, and acquisition of building supply brands throughout the United States and Canada, we have sustained a values-based company culture. Our values continue to be the foundation of being a preferred partner for our customers, employees, suppliers and communities. Beacon’s principles include a focus on valuing the impact our business has on the environment, employees, customers and the communities in which we operate. Below are certain 2022 highlights of our business in regards to Beacon’s Environmental, Social – Human Capital and Governance functions.

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Retirement Age

No person shall be nominated by the Board to serve as a director after he or she has passed his or her 72nd birthday, unless the Nominating and Governance Committee, in a rare exception, waives the mandatory retirement age for such director. As a result, Carl T. Berquist resigned, effective March 15, 2023.

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Director Service on Other Public Boards (Overboarding Policy)

We limit the number of other public company boards our directors may join to ensure that a director is not “overboarded” and is able to devote the appropriate amount of time and attention to the oversight of the Company, including attendance at Board and committee meetings. The Company’s Corporate Governance Guidelines provide that no director may serve on the board of directors of more than four public companies in addition to our Board, and that our Chief Executive Officer may only serve on one board of directors of a publicly traded company in addition to our Board, without specific Board approval to do so. The Corporate Governance Guidelines also state that directors should provide notice prior to joining additional public or private company boards, which is then considered by the Nominating and Governance Committee in consultation with the Company’s General Counsel. As such, the Board maintains processes to review and approve directors’ membership on additional public company boards, even if those directors are still within the anti-overboarding limits mentioned above.

Orientation Training and Continuing Development Education

New directors are required to participate in an orientation program, which includes the introduction of the new directors to the Company’s executive officers and business unit leaders and presentations by senior management to familiarize new directors with the Company’s strategic plans and business units. The Board has adopted a Director Education Program and will conduct at least one continuing professional development program for all Board members each year. In addition, continuing professional development opportunities for all directors will be conducted through the Company’s regular Board meetings and Board meeting materials; periodic Board or Board committee presentations by the Company’s officers concerning the Company’s strategies, business plans, management structure and significant financial, accounting and risk management issues; Board or Board committee presentations by outside parties; and other professional development opportunities, if appropriate and relevant to the duties of a director of the Company, including presentations and educational programs offered by various outside organizations, with appropriate expenses paid by the Company.

Stockholder Engagement and Feedback

Beacon regularly communicates with stockholders to better understand their perspectives and to address any questions or concerns. Around 74% of our common stock and preferred stock (on an as-converted basis) is held by institutional investors that each own more than 5% (such as FMR LLC, the Vanguard Group, Dimensional Fund Advisors LP, American Century Investment Management, Inc., BlackRock, Inc. and T. Rowe Price Investment Management, Inc.) and CD&R Boulder Holdings, L.P. We engaged with our largest active stockholders on various topics such as Board governance, Institutional Shareholder Services’ Corporate Governance best practices, corporate sustainability and executive compensation. Beacon intends to remain engaged with its largest stockholders through regular meetings during the year. We believe it fosters good investor relationships to discuss governance, sustainability and compensation issues well in advance of the Annual Meeting so that management and the Board can gather information about investor perspectives and make educated and deliberate decisions that are balanced and appropriate for Beacon’s stockholder base and in the best interest of the Company and its stockholders. We also regularly seek to take advantage of other engagement opportunities and events to communicate with all stockholders.

Stockholder Communications to the Board

Stockholders or other interested parties wishing to communicate confidentially with our Board can call 866-574-1199 in the United States and leave a message for the Chair of the Audit Committee, the Board or an individual director. Alternatively, stockholders and other interested parties may communicate with the Board or an individual director in writing by mailing such communication to Beacon Roofing Supply, Inc., 505 Huntmar Park Drive, Suite 300, Herndon, Virginia 20170, Attn: Corporate Secretary. Each communication intended for members of the Board and received by the Corporate Secretary will be reviewed by the Corporate Secretary.Communications related to the operation of the Company which are not sales solicitations or of a similar commercial nature will be forwarded to the specified party or parties.

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The Audit Committee appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 1997 and has advised us that the firm does not have any direct financial interest or indirect financial interest in the Company or any of its subsidiaries. We are asking our stockholders to ratify the selection by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2023, and to perform other appropriate services. The Board and the Audit Committee consider Ernst & Young LLP well qualified to serve as the Company’s independent registered public accounting firm and recommend ratification of such selection by the stockholders.

Although action by stockholders for this matter is not required, the Board and the Audit Committee believe that it is appropriate to seek stockholder ratification of the selection in order to provide our stockholders with a means of communicating their level of satisfaction with the performance of the independent registered public accounting firm and its level of independence from management. If the proposal is not approved and the selection of Ernst & Young LLP is not ratified by our stockholders, the Audit Committee will take this into consideration and will reconsider the appointment. Even if the selection is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee feels that such a change would be in the Company’s best interests and our stockholders’ best interests.

A representative of Ernst & Young LLP is expected to be present at the 2023 Annual Meeting of Stockholders, will have the opportunity to make a brief presentation to the stockholders if he or she so desires and is expected to be available to respond to appropriate questions from stockholders.

Fees Paid to Independent Registered Public Accounting Firm

The table below summarizes the fees and expenses billed by our independent registered public accounting firm, Ernst & Young LLP, for the fiscal years ended December 31, 2022 and September 30, 2021, and during the Transition Quarter:

Audit fees include fees and expenses for professional services rendered for the audit of our consolidated financial statements, the audit of our internal controls, the reviews of the interim financial statements, including the consolidated financial statements included in the Form 10-QT for the Transition Quarter, and the issuance of comfort letters.

The audit-related fees relate to the Company’s annual subscription to EY Atlas, an accounting and reporting research tool.

There were no tax services, as described below, rendered by Ernst & Young LLP in the fiscal years ended December 31, 2022 and September 30, 2021, or during the Transition Quarter.

All other fees in fiscal year ended December 31, 2022 relate to professional services rendered in 2022 for our cybersecurity program maturity assessment.

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The Audit Committee has considered the compatibility of the provision of services covered by the two preceding paragraphs with the maintenance of the registered public accounting firm’s independence from the Company and has determined that the provision of such services is not incompatible with the maintenance of such independence.

The Audit Committee annually reviews the performance of the independent registered public accounting firm and approves the fees charged for its services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of Ernst & Young LLP, our independent registered public accounting firm. The independent registered public accounting firm reports directly to the Audit Committee. As part of its responsibility, the Audit Committee established a policy requiring the pre-approval of all audit and permissible non-audit services performed by the independent registered public accounting firm. In pre-approving services, the Audit Committee considers whether such services are consistent with the SEC’s rules on auditor independence.

Prior to the engagement of the independent registered public accounting firm for an upcoming audit/non-audit service period (which is typically defined as a twelve-month timeframe, but this year includes both Fiscal Year 2022 and the Transition Quarter due to the change in the Company’s fiscal year end), Ernst & Young LLP submits a detailed list of services expected to be rendered during that period as well as an estimate of the associated fees for each of the following four categories of services to the Audit Committee for approval.

Circumstances may arise during the pre-approved engagement period when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditor. The Chair of the Audit Committee, acting pursuant to delegated authority, may pre-approve any audit or non-audit services to be performed by the independent registered public accounting firm, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting.

Report of the Audit Committee

The role of the Audit Committee is to assist the Board of Directors in its oversight of the integrity of the Company’s financial reporting process and compliance with legal and regulatory requirements. The Audit Committee reviews the Company’s financial reporting process on behalf of the Company’s Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including internal controls. The Audit Committee is responsible for the appointment of the independent registered public accounting firm, as well as for reviewing the appointment and replacement of the leader of the Company’s internal audit function.

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Regularly throughout Fiscal Year 2022, the Audit Committee reviewed and discussed with management, including internal audit, and the Company’s independent registered public accounting firm, Ernst & Young, with and without management present, the Company’s progress in the testing and evaluation of its internal control over financial reporting and discussed the audited financial statements and the results of the audit examinations and the overall quality of the Company’s financial reporting. The Audit Committee also met separately with the Company’s Executive Vice President and CFO, as well as the Company’s Executive Vice President and General Counsel.

The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has discussed with the independent registered public accounting firm the auditor’s independence from the Company and management. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board, regarding the independent public accounting firm’s communications with the Audit Committee concerning independence.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for Fiscal Year 2022.

AUDIT COMMITTEE:

Robert M. McLaughlin, Chair

Barbara G. Fast

Melanie M. Hart

Earl Newsome

Douglas L. Young

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On March 20, 2023, the Board adopted Beacon’s 2023 Employee Stock Purchase Plan (the “Purchase Plan”), subject to stockholder approval. The Purchase Plan is being submitted for stockholder approval in order for the Purchase Plan (as described below) to meet the requirements of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). If the Purchase Plan is not approved by our stockholders, the Purchase Plan will not become effective.

Stockholders are asked in this Proposal Five to approve the Purchase Plan. The affirmative vote of the shares of common stock and preferred stock, voting as a single class, representing a majority of the votes cast on the Proposal, will be required to approve the Purchase Plan. Abstentions and broker non-votes will have no effect.

Overview of Proposed Purchase Plan

Background and Proposed Share Reserve

Our Board has unanimously adopted, subject to stockholder approval, the Purchase Plan for our employees. The Purchase Plan authorizes the issuance of 1,000,000 shares of our common stock.

The primary purpose of the Purchase Plan is to provide eligible employees with an opportunity to participate in the ownership of the Company by purchasing common stock of the Company at a discounted price through payroll deductions. The Purchase Plan is intended to benefit the Company as well as its stockholders and employees.

We firmly believe that the Purchase Plan is a necessary and powerful incentive and retention tool for our employees that will enable us to: (1) provide eligible employees with a convenient means of acquiring an equity interest in the Company, (2) enhance such employees’ participation in the Company, (3) align such employees’ interest with those of our stockholders, and (4) provide an incentive for continued employment. We believe that our stockholders will correspondingly benefit from the increased interest on the part of participating employees in the profitability of the Company. Additionally, the Company will benefit from the periodic investments of capital provided by participants in the Purchase Plan.

Determination to Approve Purchase Plan

The table below presents information about the number of shares that were subject to outstanding equity awards under our equity incentive plans and the shares remaining available for issuance under such plans, each at March 22, 2023, and the proposed share reserve under the Purchase Plan.

The Purchase Plan (subject to stockholder approval) and the following plans are the only equity incentive plans we currently have in place pursuant to which new equity awards may be granted.

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Our Board approved the Purchase Plan based upon a recommendation of the Compensation Committee. In making its determination, the Compensation Committee and the Board considered various factors in determining the appropriate share reserve under the Purchase Plan, including:

In light of the factors described above, and the fact that our Board believes that offering the Purchase Plan is important to our ability to continue to attract and retain employees in the competitive labor markets in which we operate, our Board has determined that the size of the share reserve under the Purchase Plan is reasonable and appropriate at this time.

Summary of the Purchase Plan

This section summarizes certain principal features of the Purchase Plan, subject to stockholder approval. The summary is qualified in its entirety by reference to the complete text of the Purchase Plan. Stockholders are urged to read the actual text of the Purchase Plan in its entirety which is set forth in Annex A to this Proxy Statement.

General. The Purchase Plan will have two components to give the Company increased flexibility in the ability to grant the Company’s common stock under the Purchase Plan to U.S. and to Canadian employees, subject to the Plan Administrator’s (as defined below) discretion. First, the Purchase Plan authorizes the grant of purchase rights to U.S. employees to purchase shares of the Company’s common stock that are intended to qualify for favorable U.S. federal tax treatment (the “Section 423 Component”) under Section 423 of the Code. Second, to facilitate participation for Canadian employees, the Purchase Plan also provides for the grant of purchase rights to purchase shares of the Company’s common stock that are not intended to be tax-qualified under Section 423 of the Code (the “CanadaNon-Section 423 Component”). The Plan Administrator will designate offerings, if any, made under the Canada Non-Section 423 Component and, except as otherwise determined by the Plan Administrator or as provided in the Purchase Plan, the Canada Non-Section 423 Component will be operated and administered in the same manner as the Section 423 Component. Until the Purchase Plan has been approved by our stockholders, no purchase rights will be granted and no shares of the Company’s common stock will be issued under the Purchase Plan.

Plan Administration. The Purchase Plan will be administered by our Compensation Committee and any delegate of the Compensation Committee as provided under the Purchase Plan (the “Plan Administrator”). Subject to the provisions of the Purchase Plan, the Plan Administrator will determine all of the relevant terms and conditions of the purchase rights granted pursuant to the Purchase Plan, including the offerings under the Purchase Plan. The Plan Administrator may adopt sub-plans, appendices, rules or procedures relating to the operation and administration of the Purchase Plan to facilitate participation in the

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Purchase Plan by Canadian employees. Offerings intended to be made under the Canada Non-Section 423 Component will be designated by the Plan Administrator at or prior to the time of such offering, which may be simultaneous with an offering under the Section 423 Component.

Authorized Shares. The maximum aggregate number of shares of the Company’s common stock that may be issued under the Purchase Plan is 1,000,000, all of which may be issued on a tax-qualified basis under Section 423, and any such shares of common stock may be newly issued shares, treasury shares or shares acquired in the open market.

Changes in Capitalization. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, or any merger, sale of assets or other reorganization in which the Company is a party, appropriate adjustments will be made in the number and class of shares subject to the Purchase Plan and each purchase right and in the purchase price.

Eligibility. Only employees may participate in the Purchase Plan. For this purpose, an “employee” is any person who renders services to the Company. The following employees are excluded from participation: (1) any employee who has been employed for less than ninety full calendar days, (2) any employee whose employment is 20 hours or less, or (3) with respect to the Canada Non-Section 423 Component, any employee who is an employee of the Company’s Canadian subsidiaries if the grant of a purchase right is prohibited under applicable Canadian law.

No employee will be granted a right to purchase the Company’s stock under the Purchase Plan if, immediately after such grant, such employee would own or hold the option to purchase 5% or more of the total combined voting power or value of all the Company’s common stock of the Company. Further, no employee may be granted a right to purchase shares of common stock that would exceed $25,000 in any calendar year.

As of January 1, 2023, the Company had 7,315 U.S. employees and 233 Canadian employees who were eligible to participate in the Purchase Plan had the Purchase Plan been in operation at such date.

Offering Periods. With the exception of the first offering period under the Purchase Plan, there will generally be one offering period under the Purchase Plan during each six-month period commencing January 1 and July 1 of each year of the Purchase Plan. The first offering period would commence on July 1, 2023 and will end on January 1, 2024 and will be six months long. The Plan Administrator may establish different terms for one or more offering periods or different commencing or ending dates for such offering periods; however, no offering period can exceed a term of 27 months.

Purchase Price. The purchase price per share at which shares will be sold in an offering under the Purchase Plan is 85% of the lesser of (1) the fair market value of a share of the Company’s common stock on the offering date, or (2) the fair market value of a share of stock on the purchase date; provided that the purchase price is not less than the $0.01 par value per share of the common stock. The fair market value of the Company’s common stock on a given date is the closing price as quoted on the principal securities exchange on which the stock is then trading. On March 22, 2023, the closing price of the Company’s common stock on the Nasdaq Stock Market stock exchange was $56.91 per share.

Payment of Purchase Price; Payroll Deductions. The purchase price of the shares is generally accumulated by payroll deductions over the offering period unless payroll deductions are not permitted in Canada under the Canada Non-Section 423 Component. Each participant may authorize automatic payroll deductions up to $12,500 per offering period (or $25,000 in a calendar year) of his or her eligible compensation during the offering period. All payroll deductions made for a participant are credited to the participant’s account under the Purchase Plan and are included with the general funds of the Company. Funds received may be used by the Company for any corporate purpose. Interest will not be paid on sums deducted from a participant’s compensation unless required by applicable law. Any payroll deductions not applied to the purchase of shares will be refunded to the participant (other than amounts attributable to fractional shares, which amounts may, as determined by the Plan Administrator, be rolled over to the next offering period).

Share Proration. Should the total number of shares of the Company’s common stock which are to be purchased by all participants in the Purchase Plan on any exercise date exceed the number of shares then available for issuance under the Purchase Plan or the aggregate limit for an offering period established by the Plan Administrator, the Plan Administrator shall make a pro rata allocation of the remaining shares in as uniform manner as possible.

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Holding Periods. After the shares of the Company’s common stock are issued to the participants, such shares may be subject to a holding period before being sold. Any holding periods will be at the discretion of the Plan Administrator.

Stopping Payroll Deductions or Withdrawal from Purchase Plan. A participant may stop his or her payroll deductions in a given offering by delivery of a notice to stop payroll deductions and may withdraw from the Purchase Plan by signing and delivering to the Plan Administrator a notice of withdrawal on a form provided by the Plan Administrator for such purpose at least 30 days (or such other number of days determined by the Plan Administrator prior to commencement of an offering period) before the end of an offering period. Unless the participant withdraws from the Purchase Plan, stopping payroll deductions in a given offering will not result in withdrawal from the Purchase Plan or any succeeding offering. Separately, a participant who voluntarily withdraws from the Purchase Plan may not resume participation in the Purchase Plan in the same offering for which he or she withdrew, but may resume participation in the Purchase Plan at a later time and participate in any subsequent offering if then eligible by complying with the Purchase Plan’s participation requirements.

Termination of Employment or Eligibility. Termination of a participant’s employment for any reason, including retirement, disability or death, or failure to remain an eligible employee, immediately terminates his or her participation in the Purchase Plan. In such event, the payroll deductions credited to the participant’s account since the last purchase date will be returned without interest to such participant (or deceased participant’s estate). A participant whose participation has been terminated other than for death may become eligible to participate in the Purchase Plan again by complying with the Purchase plan’s participation requirements.

Effect of Transfer of Control. In the event of a change in control, the surviving entity will generally assume the Company’s rights and obligations under the Purchase Plan. If such entity does not assume the Company’s rights and obligations, the purchase date of the then current offering period shall be accelerated to a date before the date of the transfer of control (as specified by the Board). Any purchase rights that are neither assumed by the surviving entity nor exercised as of the date of transfer of control will terminate as of the date of the transfer of control.

Amendment or Termination. The Board may at any time amend or terminate the Purchase Plan, provided that such termination does not affect, or such amendment does not adversely affect, the purchase rights previously granted under the Purchase Plan. Additionally, an amendment to the Purchase Plan must be approved by the stockholders of the Company within 12 months of the adoption of such amendment if such amendment: (1) authorizes the sale of more shares of stock than are authorized for issuance under the Purchase Plan, (2) changes the definition of the entities that may be designated by the Plan Administrator as participating companies, or (3) otherwise requires stockholder approval under applicable law.

U.S. Federal and Canadian Income Tax Consequences

The following is a general summary under current law of the material U.S. federal income tax consequences to an employee who participates in the Purchase Plan. This summary primarily deals with the general U.S. federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. This summary also assumes that the Purchase Plan complies with Section 423 of the Code and is based on the tax laws in effect as of the date of this Proxy Statement. Changes to these laws could alter the tax consequences described below. The summary does not discuss all aspects of federal income taxation that may be relevant in light of a participant’s personal circumstances and is not tax advice. Every person, including participants, should rely on the advice of his or her legal and tax advisors.

As described above, the Purchase Plan has a Section 423 Component and a Canada Non-Section 423 Component. The tax consequences for an employee will depend on whether he or she participates in the Section 423 Component or the Canada Non-Section 423 Component.

Federal Tax Consequences for U.S. Participants in the Section 423 Component. The right of U.S. participants to make purchases under the Purchase Plan are intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the Purchase Plan. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the length of

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time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the first day of the offering period during which the shares were purchased and one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of: (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (2) an amount equal to 15% of the fair market value of the shares as of the first day of the offering period. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them.

We are not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized upon a sale or disposition of shares prior to the expiration of the holding periods described above.

Tax Consequences for Canadian Participants in the Canadian Non-Section 423 Component. A Canadian participant in the Canada Non-Section 423 Component will have compensation income equal to the 15% purchase price discount on the purchased shares of Company stock as determined under the applicable tax laws of Canada.

New Plan Benefits

Because the number of shares that may be purchased under the Purchase Plan will depend on each employee’s voluntary election to participate and on the fair market value of our common stock at various future dates, the actual number of shares that may be purchased by any individual cannot be determined in advance. No purchase rights have been granted, or shares of common stock issued, under the Purchase Plan, with the first offering to commence on July 1, 2023 if the Purchase Plan is approved by the Company’s stockholders.