Date of Report (Date of earliest event reported): July 19, 2022
___________________________
Core & Main, Inc.
(Exact name of registrant as specified in its charter)
___________________________
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)
(314) 432-4700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
___________________________
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))
Securities registered pursuant to Section 12(b) of the Act:
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).
Emerging growth company ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
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.
Proposal No. 1 - Election of Directors
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
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2023 was ratified.
Votes For
Votes Against
Votes Abstained
239,285,511
2,666,389
84,791
Proposal No. 3 - Non-Binding Vote on Executive Compensation
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
SIGNATURES
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.