ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 16, 2023, DXP Enterprises, Inc. (the "Company") held its 2023 Annual Shareholders Meeting (the "Annual Meeting"). There were 17,360,980 shares of common stock entitled to be voted at the Annual Meeting, of which 15,770,859 or 90.8 percent, were voted in person or by proxy. Additionally, there were 16,122 shares of Series A and B preferred stock entitled to 1,612 votes at the Annual Meeting. The results for each item submitted for a vote of shareholders are as follows. The shareholders:

(1)Voted to elect each of the six (6) nominees for director. (2)Approved, on an advisory basis, the compensation of the Company's named executive officers. (3)Approved the amendment of the 2016 Omnibus Incentive Plan. (4) Approved ratification of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm for fiscal 2023. (5) Approved the amendment of the Certificate of Formation of DXP Enterprises, Inc. of DXP Enterprises, Inc. to permit amendment of its Bylaws by the shareholders at special or annual meetings.

The Company's inspector of election certified the following vote tabulations:

PROPOSAL 1: ELECTION OF DIRECTORS


                                                                         Broker
                     Vote Results       For        % For    Withheld    Non-Votes
David R. Little       Re-elected     13,674,096    92.4%    1,126,218    970,545
Kent Yee              Re-elected     12,454,618    84.2%    2,345,696    970,545
Joseph R. Mannes      Re-elected     12,451,887    84.1%    2,348,427    970,545
Timothy P. Halter     Re-elected     11,432,529    77.2%    3,367,785    970,545
David Patton          Re-elected     12,423,108    83.9%    2,377,206    970,545
Karen Hoffman         Re-elected     11,613,608    78.5%    3,186,706    970,545

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

With respect to the number of shares of Common Stock that were voted for, voted against, and were withheld from voting for proposal #2 to approve, as a non-binding advisory vote, executive compensation are set forth below:



For                   13,382,241
% For                   90.4%
Against               1,392,961
Abstain                 25,112
Broker Non-Votes*      970,545
Vote Results           Approved

* Broker non-votes have no effect on this proposal.

PROPOSAL 3: APPROVE THE AMENDMENT OF THE 2016 OMNIBUS INCENTIVE PLAN

With respect to the number of shares of Common Stock that were voted for, voted against, and were withheld from voting for proposal #3 to approve, as a non-binding advisory vote, the amended 2016 Omnibus Incentive Plan are set forth below:



For                   11,536,812
% For                   77.9%
Against               3,247,363
Abstain              1,613,900.0%
Broker Non-Votes*      970,545
Vote Results           Approved

* Broker non-votes have no effect on this proposal.

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PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

With respect to the ratification of PricewaterhouseCoopers, LLP as independent registered public accountant that were voted for, voted against, and were withheld from voting for proposal #4 are set forth below:



For               15,745,891
% For               99.8%
Against             23,572
Abstain             1,396
Vote Results       Approved

PROPOSAL 5: APPROVE THE AMENDMENT OF ITS BYLAWS

With respect to the amendment of the Company's bylaws that were voted for, voted against, and were withheld from voting for proposal #5 are set forth below:



For                   14,777,228
% For                   99.8%
Against                 7,813
Abstain                 15,273
Broker Non-Votes*      970,545
Vote Results           Approved

* Broker non-votes have no effect on this proposal.

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