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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
___________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2025
___________________________
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 shareholders on June 24, 2025. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement dated May 13, 2025. Below are the final voting results for each matter submitted to a vote of shareholders.
Proposal No. 1 - Director Election
The following three individuals were elected to the Company’s Board of Directors to serve as Class I directors until the Company’s 2028 annual meeting of shareholders or until their successors have been duly elected and qualified, subject to earlier resignation or removal.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Dennis G. Gipson | | 123,014,441 | | 66,499,096 | | 1,697,716 |
| James D. Hope | | 182,287,627 | | 7,225,910 | | 1,697,716 |
| Mark R. Witkowski | | 186,129,388 | | 3,384,149 | | 1,697,716 |
Proposal No. 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026 was ratified.
| | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained |
| 190,562,016 | | 598,726 | | 50,511 |
Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation
The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for the fiscal year ended February 2, 2025.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 169,863,330 | | 12,402,438 | | 7,247,769 | | 1,697,716 |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| | | | | |
| Exhibit Number | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | | | | |
| Core & Main, Inc. |
| | |
| By: | /s/ Mark G. Whittenburg |
| Name: | Mark G. Whittenburg |
| Title: | General Counsel and Secretary |
Date: June 24, 2025