ThZeal - The Zeal


Delaware	001-40650	86-3149194
(State or other jurisdiction of incorporation)	(Commission File Number	(IRS Employer Identification No.)


1830 Craig Park Court
St. Louis, Missouri						63146
(Address of principal executive offices)						(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Class

Trading Symbol

Name of Each Exchange
on Which Registered

Class A common stock, par value $0.01 per share

CNM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Core & Main, Inc. (the "Company") held its annual meeting of stockholders on July 19, 2022. For more information on the following proposals submitted to stockholders, see the Company’s definitive proxy statement dated May 25, 2022. Below are the final voting results for each matter submitted to a vote of stockholders.

The following four individuals were elected to the Company’s Board of Directors to serve as Class I directors until the Company’s 2025 annual meeting of stockholders and until their successors have been duly elected and qualified, subject to earlier resignation or removal.


Name	Votes For	Votes Withheld	Broker Non-Votes
James G. Berges	203,895,194	37,043,124	1,098,373
Dennis G. Gipson	218,502,794	22,435,524	1,098,373
Stephen O. LeClair	219,944,856	20,993,462	1,098,373
Nathan K. Sleeper	213,835,840	27,102,478	1,098,373

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2023 was ratified.

The stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers.


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
239,145,471	1,696,723	96,124	1,098,373

Proposal No. 4 - Non-Binding Vote on Frequency of Future Non-Binding Votes on Executive Compensation

The stockholders voted, on an advisory, non-binding basis, for "every one year" as the frequency of future advisory votes on the compensation paid to the Company’s named executive officers. In light of the vote, the Company has determined that it will include an advisory stockholder vote on the compensation paid to its named executive officers in its proxy materials every year until the next required frequency vote.


One Year	Two Years	Three Years	Votes Abstained	Broker Non-Votes
240,799,358	24,599	28,974	85,387	1,098,373

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Core & Main, Inc.

			By:			/s/ Stephen O. LeClair
			Name:			Stephen O. LeClair
			Title:			Chief Executive Officer