2024 Fastenal Annual Meeting of the Shareholders. My name is Scott Satterlee, Chair of the Board. Tradition to have an invocation, and I'd like to introduce Father Dumke, Pastor. Missed it, but Tuesday this week, the sun set at 8:01 P.M., and 3 minutes later, the moon- My wife and I took a few, a short walk out into the desert at Saguaro National Park, west of Tucson. Horizon as it set, and 2, 3 minutes later, we turned to the east and watched this brilliant orange wonder, isn't it? Perhaps some of you went down to see the total eclipse just earlier this month. Wondrous as these, and that is, and all you have to do is turn and look at the person next to you. To say about us. We praise you, for we are fearfully and- every one of you, the psalmist would say that for awesomeness, you rival the stars. Please join me in offering a prayer of gratitude for the blessing of our time together this morning and those it serves. Inspire and guide the work of our hands and our minds. Bless the work- I will now ask Mr. Milek to report on number of shares present at this meeting, and to conduct the voting on the proposals to be considered at this meeting. Following the vote, our Chief Executive Officer and President, Daniel L. Florness, will report to you on the company. Mr. Milek? Thank you, Mr. Satterlee, and good morning, everybody. Before starting, I want to remind shareholders of the rules of this meeting, copies of which are available at the registration table in the back. Most importantly, if you wish to speak, please raise your hand and a microphone will be brought to you. Upon being recognized, please state your name clearly and limit your statements to only three minutes. There are four management proposals and one shareholder proposal to be voted on. A designee of a sponsoring shareholder proponent is not in attendance, I believe, and therefore basically he will not be presenting. Management position is already stated in your proxy statement that you have received. The record date for the determination of the holders of the company's common stock, entitled to receive notice of, and to vote at this meeting, was fixed by our Board of Directors as February 26th, 2024. I present to this meeting a certified list of the holders of the shares of the company's issued and outstanding common stock as of the close of business on the record date. This list will be kept open and subject to inspection of any shareholder during this meeting. I also present to this meeting an affidavit of a manager of Broadridge Financial Solutions, Inc., attesting that the notice of the meeting, together with a proxy statement, a proxy card, and certain other documents, were mailed on or about March 15th, 2024, to each holder of the company's common stock as of the close of business on the record date. The affidavit of mailing of the notice of this meeting will be attached to the minutes of this meeting as Exhibit A. The certified list of holders of the company's common stock will be filed with the books and records of the company. As of the close of business on the record date, there were outstanding, entitled to vote at this meeting, 572,426,650 shares of common stock. Each share of common stock is entitled to one vote. For a quorum to be present, a majority of the 572,426,650 votes entitled to be cast must be present in person or by proxy at this meeting. On a preliminary count, they were represented at this meeting, either in person or by proxy, a majority of the votes entitled to be cast at this meeting; therefore, a quorum is present for the transaction of business today. Is there anyone present who has not submitted a proxy or a registration form? A record of the proxies submitted to the meeting and the ballots of the individuals appointed as proxies, and the shareholders voting in person at this meeting, will be filed with the books and records of the company. Ellen Stolts has been appointed to act as the Inspector of Election with respect to all matters to be voted upon at this meeting or any adjournment thereof. The oath of the Inspector of Election has been administered and will be attached to the minutes of this meeting as Exhibit B. We hereby make available to the Inspector of Election, the list of shareholders, the registration forms, and a record of all proxies submitted to this meeting. Copies of the minutes of the last annual meeting of the company held on April 22nd, 2023, are available at the registration desk. We will therefore dispense with the reading of the minutes of that meeting. All shareholders of record as of the close of business on February 26th, 2024, may vote on the matters to be considered today. If you wish to vote by ballot, please raise your hand when I ask you to do so, and a ballot will be given to you. Shareholders who have appointed others as proxies to vote their shares, whether in writing or by telephone or over the internet, and have not revoked their proxies, should not vote by ballot. We will distribute one ballot covering all matters to be voted upon at this meeting, rather than separate ballots for each matter. We will now take up the business of the meeting. We have 5 matters to be considered by our shareholders today. The first is the election of the directors for this coming year. The Board of Directors of the company has nominated the following 11 persons for election to the board to serve until the next regular meeting of shareholders or until their successors are elected and qualified: Scott A. Satterlee, Michael J. Ancius, Stephen L. Eastman, Daniel L. Florness, Rita J. Heise, Hsenghung Sam Hsu, Daniel L. Johnson, Nicholas J. Lundquist, Sarah N. Nielsen, and Reyne K. Wisecup. I will now open the floor to a motion to formally place before this meeting the nomination of these individuals. I recognize Mr. Travis Boddy. My name is Travis Boddy. I am a shareholder of the company. I move to formally place before this meeting the nomination of 11 individuals identified for election to the board of directors to serve until the next regular meeting of shareholders or until the successors are elected and qualified. Just one quick correction. I failed to name Irene A. Quarshie. My apologies, Irene. So, she is also on the slate of directors. Should I repeat? You are fine. As no other nominations have been made, in accordance with the procedures established in the company's bylaws, I declare the nominations to be closed. The next matter for consideration today is the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024. I would like to introduce Ms. Carrie Person and Ms. Jackie Wyatt, both partners of that firm, who are here today to answer any questions that you may have. No questions? I will now open the floor to a motion to formally place before this meeting a resolution concerning the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024. I recognize Mr. Ben Gordon. My name is Ben Gordon, and I am a shareholder of the company. I move that the following resolution be adopted: Resolved, that the appointment of KPMG LLP as independent registered public accounting firm for the company for the fiscal year ending December 31st, 2024, be and hereby is ratified. Is there any discussion of this motion? Hearing none, it has been moved that the appointment of KPMG LLP as independent registered public accounting firm for the company for the fiscal year ending December 31st, 2024, be ratified. I will now open the floor to a motion to formally place before this meeting a resolution concerning the approval of executive compensation. I recognize Mr. Chad Dilks. My name is Chad Dilks. I'm a shareholder of the company. I move that the following resolution be adopted: Resolved, that the shareholders of the company approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the compensation discussion and analysis, compensation tables, and related disclosures contained in the section of the proxy statement for the 2024 annual meeting of shareholders captioned "Executive Compensation. Thank you. Is there any discussion of this motion? It has been moved that the compensation of certain of our executive officers be approved. I will now open the floor to a motion concerning the approval of an amendment to our Restated Articles of Incorporation to delete Article Six, regarding supermajority approval of business combinations when certain interested parties. I recognize Mr. Michael George. My name is Michael George, and I am a shareholder of the company. I move the following resolution be adopted: Resolved, that the shareholders of the company approve an amendment to our restated articles of incorporation to delete Article Six, regarding supermajority approval of business combinations with certain interested parties. Thank you. Is there any discussion of this motion? Okay. It has been moved that an amendment to our restated articles of incorporation to delete Article Seven, regarding supermajority approval of business combinations with certain interested parties, be approved. The next matter for consideration today is a shareholder proposal relating to simple majority vote, if that shareholder proposal is properly presented at this meeting. The shareholder proposal was submitted by Mr. John Chevedden and was included in the proxy statement. The board recommends that the shareholders vote against this proposal. There is not a designee here today to present this shareholder proposal, so therefore, there will not be a presentation by him. I want to remind all shareholders that the board recommends that they vote against this proposal for the reasons outlined in the proxy statement. Now, if you wish to vote on these motions by ballot, please raise your hand, and a ballot will be given to you. If you have appointed another person to vote your proxy, to vote your shares, and have not revoked that proxy, you should not vote by ballot. After you have executed your ballot, it will be collected and tabulated. The polls are now closed, and the ballots will be counted. While the ballots are being counted, Mr. Dan Florness, our President and Chief Executive Officer, will report to you on the company. After the conclusion of the report, we will answer any questions that you may have with regard to the company and its activities. Thank you. Thanks, John. Thanks, Scott, and good morning, everybody, and thank you for attending this annual meeting. Before I start, a few other thank yous I'd want to share with the group. I want to start by thanking Bob Kierlin. In May of 1996, Bob called me up and offered me the opportunity to join Fastenal, and my wife and I were less than a year into our marriage, and I want to thank her for agreeing to making this move to Winona, Minnesota. I'm pleased to say 28 years later, we've been blessed with being part of a great organization, raising what I consider to be four great kids. Earlier this year, in March Madness, we had an unusual event in the Florness family. Our older 2 sons are out of college now, and one of them will be getting married this fall. Our third son is a junior at Purdue University, and he's a tuba player in their marching band and their pep band. Our final child, our daughter, Anna, she's a freshman at NC State, and she is a saxophone player in both their marching band and in their pep band. Purdue and NC State had the opportunity to play each other in the Final Four in Phoenix, so it made an interesting dilemma for the parents. I'm a Vikings fan, so I told the kids, "It's real simple," and I'm a mixed marriage, my wife is a Packer fan. I said, "Your mom, the Packer fan, is going to root for the team that wins, and your dad, the Viking fan, is going to root for the team that loses. It just feels natural." If I insulted any Viking fans with that comment, I sincerely apologize. Pastor Mark, as always, thank you for making the trip back here. Pastor Mark retired from Faith Lutheran Church several years ago, and I've asked him if he would consider, in retirement, to come out for a day of retirement and share his thoughts with us, so I appreciate him making the pilgrimage back to Winona. Finally, for those of you that come here for the lunch, I'm pleased to say we have Steak Shop Catering here again this year. My wife, excuse me, our daughter, Anna, worked for them for several years, so the last two years, she was serving you, your, your food. She's not here this year, but rest assured, I think they'll do a great job. Finally, my, my wife always gives me the same three pieces of advice every year for this event. The first one is, "Hey, Florness, be smart, be funny, and most importantly, be brief." Hopefully, my Purdue-NC State story covered the funny part. I will try to honor her request on smart and brief as well. Every year, we celebrate some milestones, and 2023 had a handful of them you see up here on the screen. The first one is, is maybe an atypical milestone. I'm not going to list off all the milestones. You can see what's on the screen. I'm proud of the, the milestones that various teams within Fastenal have accomplished as we went through 2023. But the first one is, and for many years, our team in the Winona Distribution Center, they bought a baler some years ago, and all that pallet wrap that's on every pallet that comes into our warehouse, that just gets disposed, and we pay somebody to dump it in a hole somewhere. And we teamed up with the folks at Trex, and we generate about 60,000-70,000 lbs of that pallet wrap that we accumulate every year here in Winona. But when you add up all of our distribution centers, and this is just our DCs, it's over 600,000, almost 700,000 lbs a year. I'm pleased to say that we found a better home for that, and, you know, there's different things that people attempt to do in the world of being thoughtful about what happens to items you use in life after you're done with them. I'm pleased to say, as an organization, we found that instead of paying somebody to take it and throw it in the ground, we found somebody that wanted to buy it, provided we would bale it up and bring it to them. And so we put a little labor and a little transportation into it, but I'm pleased to say the money we're not spending and the money we receive more than covers our cost of coordinating all that activity, and it added a little bit to the bottom line as we went through 2023, and it also doesn't add to what goes into a landfill in your local community. As always, provide a brief business overview. If you look at 2023, and this is actually a slide that the folks down at University of Wisconsin-La Crosse asked me to come in and speak to a group of students here a few months back.... So, this is a slide I used for, with them, and I thought, "You know, it's pretty concise, so help me honor my wife's request for me to be brief." But I thought it's a way to look at the business and how the business plays out from a geography, from how we go to market, and then what we sell. So, first off, we did about $7.3 billion last year in revenue. $6.1 billion of that is in the United States, and for those of you that have been familiar with Fastenal for many, many years, we started here in Winona. If I take the four states that we initially went to, Wisconsin, Iowa, and Illinois, of our $7.3 billion, about $1.1 billion is just in those four states. That tells me a number of things. It tells me we've discovered a lot of success in this area of North America. It tells me also, in the years to come, the business and success that's left for us to find, both in the Midwest but beyond, because that's a substantial business just in these four states. As we've moved beyond the United States, we went into Canada, we went into Mexico, we expanded beyond the Americas into the rest of the planet. The Americas outside the U.S. hit $1 billion in revenue last year, and our business in Asia and Europe is about $200 million. About 70% of that is physical-- is in 65%-70% is in Europe, and the remainder is in Asia, most of it in China. The from an in-market standpoint, our business has changed meaningfully in the last decade. Today, just under 60% of our revenue goes through our traditional branch network. You're familiar with the branch we have here in town. About 40% of our business goes through what we call an Onsite, and essentially what we've done is, we have a relationship with a customer, and we want to put more energy into that customer 'cause we see the opportunity there, and the customer really wants to partner with us. Now, in a perfect scenario, the customer has room for us, and we can move in, and we set up shop in the back of their facility. If they don't have room, maybe we're a block or two away, maybe we're a mile away, maybe we're in the back of our branch, but it's a dedicated team for that one customer. We've discovered a lot of success there, and today, that's about a $3 billion business within Fastenal. A decade ago, that was less than 10% of our revenue. Finally, what do we sell? About 1/3 of our business is fasteners. That organization that I joined 28 years ago was about 85% fasteners. So, in that time, we've expanded into a lot of geographies, but we've expanded into a lot of new products. Safety is our second-largest product line, helped over these last 15 years by our vending platform, of which we're highlighting here at the annual meeting, and I encourage all of you to take a look at the vending devices we have. Excuse me, the FMI devices that we have. Stands for Fastenal Managed Inventory, because it's much more today than simply vending. But it's a great tool that we've discovered, and interestingly enough, for those of you that know the story of Fastenal, Bob's original idea for Fastenal back in 1967 was a vending company, and today, that piece of our business is about 40%, a little over 40% of our revenue. But it really allows us to think about what our customers need in two veins. One is, you know what? You buy this a lot. You need this every day in your business. How come you're ordering it? How come you have it stored in a central depot somewhere in this large facility, and every time an employee needs to go get an $8 or $10 pair of gloves, they're spending 15 minutes to walk over there and 15 minutes to come back? Do you realize how much you're really spending on that glove when you think of the value of your time? So, companies can solve that by putting product closer to the point-of-use. Trouble is, it becomes kind of a free-for-all, and you're always running out of stuff, so everybody's hoarding. So, what we discovered with FMI and our vending business is you move product closer to the point-of-use, the customer no longer needs to order it anymore, so we streamline the operation, and typically, their consumption goes down 25%-30%. Earlier, I talked about the program we have with Trex. You know, if, 25% of our business today goes through a vending machine, that business I know is 25%-30% smaller than what the customers would have been spending if we didn't have the vending platform. All those safety glasses, all those batteries, all those gloves, all those, all that stuff would also end up in a landfill someday. So, not only do we lower the cost for our customer, total cost of what they consume and make it easier to operate their business, it brings a value to the environment, too. The final product line, or all the other products combined are about 47% of our sales. And one thing I can tell you about 2023 with complete candor, for us, it was an incredibly disappointing year. It was a disappointing year in the fact that we only grew about 5%. But it didn't play out evenly across all of our product lines. When we entered the year, our growth was much stronger. Fasteners were growing about 7%. As we exited the year, Fasteners were contracting about 2%. In the first quarter here, they were down about 4.5%. That's a function of what we've been seeing. A lot of our fasteners, 2/3 of our fasteners, go into production environments, and we've seen an environment. There's an index out there called the ISM Index. It's the Production Manufacturing Index. Purchasing Managers' Index, PMI, and in a rating above 50 is a survey of that group saying, "You know what? We feel good about our backlog. We feel good about the business environment we're in, and we think our business is expanding." A score below 50 is contraction. In November of 2022, we slipped into sub-50 territory, and we've been there for the last 16 months. That's the third longest period of sub-50 index since 1970. And, it's not an excuse or rationalization, but it recognizes some things that are going on in our Fastener business. Our Safety business started the year growing about 10%—excuse me, our Non-Fastener business started the year about 10%, ended the year at about 7%. So, that's still growing reasonably well. Our FMI and our vending platform really are special ingredients in that component that give us the ability to find success every day. So, the economy is one thing why 2023 was a disappointing year. The second one, and again, in complete candor, there were some execution missteps within the organization. And as we moved through 2022, we could feel it, and in the early part of 2023, we made some leadership changes within the organization. Because learned from Bob Kierlin many years ago, you get people pursuing a common goal, you can do great things. I don't think we were we were pursuing a common goal. I think during COVID, we had so many different things going on, that we lost sight a little bit of our commonness and, or common vision, and we needed to correct that. I'm pleased we corrected it. I believe we did it too slow, and that's all on me. Some of the changes were disruptive, and execution can be disrupted by that, and we made a few missteps, but I feel really good as we moved into the second half of the year and move into 2024, that the changes are taking root. Last year at this annual meeting, we introduced Jeff Watts to talk about our business, and that he focused on international at that time. Jeff is now leading all of our sales efforts within the organization. I believe we have the right vision of leadership for where the sales in this organization is going and the team that Jeff has surrounded himself with. The final piece is some changes have occurred in the marketplace we sell into, and one element that has helped us tremendously is that FMI, that Fastenal Managed Inventory. That's a blossom within our business that blooms every day. Where we struggle a bit, being a branch-based business for all these years, we don't have the most robust ability for customers to order online, and I'll touch on that in a few minutes. That piece we're getting better at every day, and it's continuing to grow, but it's still a relatively small piece, and it has handicapped us a little bit as we went through 2022 and 2023. Looking at some of the numbers of the business, even though we didn't grow the way we wanted to, I think we executed well on the operation of the business. This is looking at the business over time, and Brooke, if you could flip so the other percentages pop up, that'd be helpful, and maybe do a couple clicks. What you see here is over time, how the business has evolved. So, back in 2013, a decade ago, and I'm going to have to hold this up because the lighting's kind of weird up here. Our trade working capital, so that's our accounts receivable and our inventory, because our balance sheet, we succeed or fail on how well we manage working capital, because that's what a distributor is about. We're staging inventory for our customer to use. Once our customer uses that inventory that's on our shelf or in our supply chain, they say, "Hey, we'll pay you in 30 days, we'll pay you in 45 days," whatever it is, so it becomes an accounts receivable. So, that's our two biggest assets. And if you go back a decade ago, that was about 36% of sales, and the numbers in parentheses are what the average year was in the five years leading up to that. You can see how that went up in 2018, and in 2018... And part of that increase in 2018 was we were getting bigger internationally, and we couldn't leverage the network the same way. We actually have more inventory relative to revenue in Europe and Asia than we do in the U.S., relative to revenue. And it's because we don't have that distribution network and supply chain. If you look at 2023, you saw our working capital as a percentage of annual sales drop meaningfully. Now, part of that drop was from the standpoint when we went through COVID. We have a covenant with our customer. We will not let you down with inventory. And the message to our supply chain folks: if we need to add $100 million or $200 million of inventory to not let our customers down because there's inventory tied up in manufacturing plants around the globe, tied up in ports, just tied up in general. We have the financial ability to do that, and that will make us even more special in the marketplace, because the marketplace trusts us, and trust is enhanced when you don't let people down for unnecessary reasons. So, you can see in the 5 years leading up, we had a massive amount of working capital. We brought it down. What that means for the shareholders and for our customers is we have a lean balance sheet again, and we have capital to invest in anything we want to do as we step into the future. What it means for the shareholders is with that cash that we asked you to invest in inventory for the last three years, we brought it back, and for the first time in our 55+ year history, we paid out a dividend last year that broke $1 billion for the first time. The organization I joined in 1996 did about $250 million in revenue, and in 2023, we paid out a dividend to our shareholders in excess of $1 billion. The Blue Team of Fastenal is pretty proud that we were able to thank you for the use of your capital for 2023 and the years prior. Digital footprint, it's a term that we, we started sharing, internally and externally a number of years ago, and it really brings context to how the business is changing over time. And so, the top section of this page looks at our E-commerce, and you see it broken out between what we refer to as web. So, that might be website, that might be other tools that we use to exchange orders with our customers that are akin to the web. And then what we call E-procurement, that's tools that are embedded in the customer's systems. As a percentage of sales back in 2016, that was just over 5%. Last year, that was almost 30. So, the marketplace has changed dramatically, and we have been able to move in their direction. That first number you see that went from 2% to 7%, inside of that is our web piece, and that really hasn't grown, and that touches on that earlier comment I made. If I remove the piece where it's just a communication on stuff, information coming out of that vending machine, last year, about 18% of our sales, the customer let us know they needed it. We believe eventually that turns into about 30% of our revenue. The piece that's really special and really unique in the marketplace is that FMI piece at the bottom, because that's something we can do unlike anybody else, because we have national scale, international scale, to invest in the technology. But we have a local presence to put product in the machine, to bring product locally, where our national competitors who might have the scale can't do that, and that's why we're so successful in this piece of our business. It broke 40% of sales last year, and we believe that eventually is 65% of our revenue. And so, most of the time, we'll be letting our customers know, "Here's what you're using day in and day out, by person, time of day, any information you want to know," and the stuff that's outside of that, that's less repetitive in spend, we'll make a really easy way for you to order that from us. We think that's the best one-two punch in the marketplace. A little history on Fastenal, and then I'll touch on an item that was in President's letter this year. And this is just looking at... And this, this slide came from a discussion last week. We had a customer event, and I'll touch on that in a few minutes, but a large customer event. And I was talking to a customer, and they were asking a bunch of questions about why you do this and why you do that. And I shared with them a little bit of thinking about Fastenal, and it wasn't quite as detailed as this, but I thought it might shed some insight. If I think about our geographic expansion, from 1967 through 1997, it was largely the United States. We started moving into parts of Canada, right adjacent to the border, so southern Ontario and then across the country. We had a rapid branch expansion going on. We were opening 30% more branches every year. As we moved into the late 1990s and 2000s, a couple things were changing. In the 1990's, we'd been expanding our product lines, but we also started to step into Mexico, Europe, and Asia. Our branch expansion was slowing. Part of that's a function of numbers, because the bigger the numbers get, the percentages become a little more challenging to pull off. We were growing somewhere between 15% and upper 20s, 30%. 2007, I remember an investor meeting we had where we invited people into Winona, and we went through our business, and we said, "You know, we're going to slow down the branch openings," and we indicated at that time we're going to go from about 14% more locations a year to 7. What that meant for us is we thought that was the right number to address the market. It also gave us capital to invest in new things, things we hadn't historically had the capital to invest in. The two things that come to mind for me, that little thing called vending and automating our warehouses. And automating our warehouses was about speeding up our ability to get product in and out the door and the accuracy of our picking. Those investments could be made because we weren't adding as much working capital to all these new branches. The e-commerce was starting, but it was less than 0.5% of sales, so we could say we were doing it, but that was about it. It wa s kind of like when we first opened our first branch in southern Ontario, we could say we were international because we had one branch in Canada. In... As we moved through that timeframe, we started dabbling in Onsites, and the first Onsites we did were a customer solution because we had a unique dilemma in the market. I believe the first location was in Two Rivers, Wisconsin, because we couldn't find a branch, and the customer said, "Hey, I have room," and we moved in with the customer. In 2012 to 2017, we were expanding globally. We realized in the U.S., particularly, a little bit in Canada, but primarily the U.S., we had too many locations, and we were going to start consolidating locations a little bit to better size what the market needed and what we had to offer. We also knew there was a future with this thing called Onsite, that it could become a bigger piece of our business. FMI was largely still vending. E-commerce was still minimal. In the last three sets of years, what you see is, we've continued to expand globally. That contraction went on for a decade. We closed about 40% of our locations in the United States. Most people don't realize that, because we did it really quietly. At the same time, we kept opening Onsites and just asked our folks to move from the branch to the Onsite, branch to the Onsite. It was much less disruptive for our employee base that year, that way, and much less disruptive and more beneficial for our customers. We continued to open Onsites. Vending became FMI because we expanded it to other tools, many of which you can see here today. Minimal e-commerce became e-procurement, and it started that path of growth that we've seen in the years since. I'm pleased to say, in January, we were able to tell on our earnings call to the investors listening to that call, and in our letter in our annual report, we're done closing locations. The nice thing about that is, that distraction is behind us, and we can focus all our energy on all the things to bring us closer to the market and grow the business in the years to come. This is a quick look at the slide, the chart you saw in the annual report. This is from the slide deck. Back in 2013, we estimate we were within a 30-minute drive of 95% of the U.S. manufacturing base. Today, with 40% fewer locations, that 95% has dropped to about 93.5%, which we think with a combination of that footprint and all the tools we have within the FMI suite and the Onsite capability, we have great access to the manufacturing base across North America. In the U.S., we have a little bit better statistics to share with you. Final statistic I'd want to share is, we share this every year. It's looking at our demographics. I remember in 2019, that was our last annual, our last employee event before the world, world got weird and COVID hit, and we honor every year our 25-year employees. We ask them to get up on stage. We can celebrate their, their careers and their contribution and thank them for that. We had 60 people on the stage that year, and two things stood out to me when I looked at it. First off, that's a big group. So, this is a group that started in 1994, and we weren't as big a company back then. The fact that 60 people decided, "This place is special, and these people are special. I want to be part of this." And they, and they chose to make this their career for life. But two things jumped out at me when I saw, when I saw that group on stage. One, they all looked a lot like me. Back in 1994, we were in a lot of rural areas in northern United States. We were expanding beyond that, but a lot of our numbers were in rural areas and in the rural U.S. And of the, of the 60 people, there were 6 that were female, so 10%, which tells me back in 1994, we were probably at about 7% or 8%. We actually have better retention with women than men. I don't know if that's a function of Fastenal or if that's a function of genders, but we do have better retention. These are how the numbers have changed over the last decade, and I... It's, it's meaningful to share it externally and internally because it challenges us to always look for talent, regardless of where you may find them and what they may look like. Talent is talent, and there's no monopoly on it anywhere on the planet. I'm proud when I see these statistics because 2/3 of the change, when I look at the minority column, 2/3 of the change occurred not because demographics changed, because we were opening more locations. That was about 1/3 of the reason. Two-thirds of it, our HR team and our district leaders throughout the company got better and better at where they recruit, at how they post openings, of how we share with the world: "We have an off- we, we have an opportunity here. Who wants to take it?" Two-thirds of our improvement occurred because of that, not some program, because our folks were looking for good, honest talent, and they discovered it. The challenging part on here is ever since COVID hit, our, our mix of, male-female has been static, and, I would have thought at this point in time, we'd be about 28% female. Now, 50.3% of the working-age population is female. Do I think we'll be 50.3% at some point in time? Eh, probably not. Our industry is, it, maybe doesn't appeal to that, but I think it's more than 24%. So, our challenge that we provide to our teams every day: How are you, how are you finding new employees, new opportunities? And are we creating an environment where everybody feels welcome and feels they have a chance at opportunity? If we can do that, we'll find the best talent, and we will always find success. Last week, we had our customer expo, and what this is, think of a trade show, and it's at the Gaylord Hotel in Nashville, Tennessee, and it's a big place. I get lost every time I go there. I've discovered a secret: Pay attention to the color of the carpet. Then you always know where you are. I'm going to the area with green carpet." And if I'm in an area with red... Well, red's not a great, no, a color to start with. Blue is much better. But, little fun there, little fun. But, but yeah, but we expected to have a bigger event this year. We were thinking, 10%, 15% more than last year.... we had a dilemma about a month ago. Not only did we engage with more customers, and more customers said, "Yeah, I want to learn about what Fastenal is doing." Our numbers were up 50% over 2023, and they're double what they were in 2022, the number of customers attending the show. We were scrambling to find every hotel in the city of Nashville we could find, and we said to our employees on the Blue Team, who are always willing to discover the solution: "Hey, we've been on Airbnb. We've found a whole bunch of places, and we're finding rooms because you 6 are going to be in this condo, you 8 are going to be in that condo, you 4 are going to be in that one. Is everybody cool? Somebody... Who's bringing a car?" And so, we figured out the way to pull it off, but we had double the number of customers there that we did 2 years ago, and I'm really excited, not only what that means for the success of engaging, but what that means for revenue 6, 12, and 18 months from now. Because we share with more people how we can bring value to their business, and how we can do it in a lot of places around the globe. Part of that event was a keynote address, and so John Soderberg, our head of IT, and Vic Miles with Microsoft, they gave a presentation on artificial intelligence, generative AI within supply chains. And we focused on some examples of ways we are deploying generative AI in supply chains to serve our customers and our employees, and I'll share with you the example we gave about our employees. And that is, about four or five years ago, we created a chatbot, and we affectionately refer to that chatbot as Blue. It's the assistant we are building into our system for our folks to use, to find stuff, to answer questions about products. Because sometimes we have a lot of incredible resources in this organization that people can reach out to. But you know what? Sometimes if I'm in someplace on the planet, and that resource is in a time zone that's eight or 10 hours different, I can't call up Dan Gernes in Winona, Minnesota, and ask about metalworking. But Dan has taken the knowledge he has and the questions he gets every day, and he's created question-and-answer pairs and put it into this chatbot. So, if somebody asks a question that lines up relatively well with one of the examples Dan has put in, they find an answer in a matter of seconds. And it's a reliable answer because it's coming from Fastenal content, so I can trust it. You know how it is, sometimes you do a search on the web, you don't know how much you find that's good and how much is, let's just say, less than good, maybe BS. And when you're searching on Blue, you know it's good because it's been vetted by an expert. But it only works as good as it works because of the limitations of the tool set. We've incorporated generative AI to help find the answer faster, and we even took Bob's book, The Power of Fastenal People, that he wrote 25 years ago, and incorporated that book into it. I know the team had Bob come in and ask the Chat Blue some questions, and he typed in a question and said, "Yeah, yeah, that's what I would have said." And not only does it say what how Bob would have addressed that, to give you confidence in the answer, it says, "Hey, this is from paragraph 2 on page 86 of Bob's book." So, it's a great way, again, to keep the culture and the knowledge of our organization spread across 23,000 employees, rather in the heads of 500 employees that have been here a while, or 5,000 employees that have been here a while. So, it was a great keynote and a lot of interest from that, from customers that were attending the event. I think we had six sessions, and each session had about 750 people in it. Finally, as I mentioned, every year, we honor in person our employee recognition, our 25-year employees. Right now, within the organization, and Brooke, you can flip ahead one. There you go. Right now, in the organization, we have about 700 employees that have been with Fastenal more than 25 years. The organization I joined 28 years ago had 2,000 employees. We have 700 employees in Fastenal that have been with us more than 25 years. That's a sign of folks that said this. Most people, when they join Fastenal, they don't know what they're getting in for. I ask our district managers throughout the year, because I have a call. I have about 5 calls every week going through the business plan of a district manager. And I always ask them, "Hey, how'd you find Fastenal?" Invariably, "Yeah, I was in college. I needed a job. I needed beer money. I needed, I just needed some cash coming in, and I knew somebody that worked at Fastenal." That's, that's the second most common answer I get. The most common reason I get is, "You know, I needed a job, and my mom told me about it." And I always ask them, "Hey, do you thank your mom every Mother's Day about introducing you to Fastenal 25 and 30 years later, and finding an opportunity of life for you?" And 38% of our district leaders started with Fastenal part-time. The rest started right out of school. They also found within Fastenal an organization that incredibly values promote from within, promote from within, promote from within. 241 people that have been with us 30 years, 82 people have been with us more than 35, and we have 17 employees right now that have been with us more than 40 years. In total, we've had 28 people hit that milestone. There's six I'm going to mention today, three of which are here. When I say their name, I would ask them to stand up. Dale Anderson from Muncie, Indiana. He's not here, but I'm going to see him next week in Muncie. Tom Bonomo is with our Holo-Krome Manufacturing division in Wallingford, Connecticut. Excuse me, I saw him several weeks ago. In fact, we honored the entire group, 25-year, 30-year, 35-year, 40-year plus, in their facility in Connecticut. Steve Rost, sales associate from Western Wisconsin. I know Steve's here. Hey, Steve. Thank you. Jeff Clark, involved with Lean Solutions, based out of La Crosse, Wisconsin. Jeff's here. Mike Constant, who's also in Wallingford, Connecticut, with our Holo-Krome division, and he was honored a couple weeks ago. And then, Pat McAleer, and I probably butchered your last name. I'm I'm sorry, Pat. Out of Sioux City, Iowa. And then a quick look at Blue Team Gives Back. We try to gather up all the things... We have a lot of folks. We're part of the communities in which we operate, and we have a lot of folks that are involved in a lot of local giving events. A lead we took many years ago from Bob Kierlin and the five founders of Fastenal. You know, we did a big blood drive, Blue Team Blood Drive, and our goal was 1,000 units in a 12-month period. I think we did 1,200 or 1,300, so really proud of what we did, but we plan to continue these types of giving events within the organization. And to also make sure everybody's aware of it, because sometimes making it aware inside and outside the organization gets more people to get involved in it. Finally, for those of you that look at your investment and think about it from an ESG perspective, I'm pleased to say there's a scoring system out there called EcoVadis. Historically, we were probably a little slow to this one as far as getting engaged in it, and our engagement was driven by the fact our customers asked about it, and our employees asked about it. It wasn't driven by the fact the government asked about it. Actually, that might be a reason for us to delay it a little bit. But in truth, it was really our customers were asking: "Hey, what are you doing?" Our employees wanted to understand what we're doing to be proud of where they come to work every day. I'm pleased to say that in the, in this scoring mechanism, we score in the top 25% of the companies on the planet that use this EcoVadis scoring system. And, and they changed the scoring, but you know how it is, they change the scoring system periodically to make it a little more challenging. After they changed the scoring system, we still qualify in the top 25% of organizations around the planet on our, our approach to environment within the markets in which we operate, our social responsibility inherent in our culture, and how our governance within the organization, and I credit our board for how that, because they set the tone within the organization, a tone that was set many years ago by Bob Kierlin. With that, I, would open it up, see if there's any, any questions we can answer today. This is the part where my wife's test about being smart comes into play, so hopefully it, I don't let her down. Very good. Well, if there's any questions you have after the meeting, I'll be around. I'll be having some chicken myself, and again, thanks for joining us today, and I'll turn it back over to John. That's okay. Thank you, Dan. Maybe everybody's getting hungry. Okay, so the ballots have now been counted, and the report of the Inspector of Elections indicates that Scott A. Satterlee, Michael J. Ancius, Stephen L. Eastman, Daniel L. Florness, Rita J. Heise, Hsenghung Sam Hsu, Daniel L. Johnson, Nicholas J. Lundquist, Sarah N. Nielsen, Irene A. Quarshie, and Reyne K. Wisecup have received the required number of votes and are hereby elected directors of the company. The report of the Inspector of Elections also indicates that, one, the resolution for the ratification of KPMG LLP as the independent registered public accounting firm for the company for the fiscal year ending December 31st, 2024, has received the required number of votes and has been adopted. 2, the resolution for the approval on an advisory basis of the compensation of certain of our executive officers has received the required number of votes and has been adopted. 3, the resolution for the approval of an amendment to our restated articles of incorporation to delete Article 6, regarding our supermajority approval of business combinations with certain interested parties, has received the required number of votes and has been adopted. 4, the resolution for the consideration of the shareholder proposal related to simple majority vote has not received the required number of votes and has not been adopted. All ballots and a record of the proxies will be filed with the books and records of the company. The certificate of the Inspector of Election will be attached to the minutes of the meeting as Exhibit C. The meeting is now adjourned. Thank you all very much for coming. Please stay seated for the announcement of the prize winners for today's meeting. Well, the prize winners will actually be announced after the meeting, but for now I'd invite everyone to just go grab some lunch. They're on the west side of this building, on the other side of these giant doors and what looks to be an old-fashioned bank teller setup. So, there's some good stuff out there, and enjoy your lunch. Thank you very much.