CNM 2025 Annual Meeting: Directors Reelected, Auditor and Pay Packages Ratified

Rhea-AI Filing Summary

On June 24, 2025, Core & Main, Inc. (NYSE: CNM) filed a Form 8-K to disclose the final voting results of its 2025 Annual Meeting of Shareholders. All three management-sponsored proposals received strong shareholder support, and no other matters were brought to a vote.

Proposal 1 – Board Elections: Incumbent Class I directors Dennis G. Gipson, James D. Hope and Mark R. Witkowski were each re-elected to the Board to serve until the 2028 annual meeting. Support levels were high: Hope received 96.2% of votes cast (182.3 million FOR vs. 7.2 million WITHHELD), Witkowski garnered 98.2% (186.1 million FOR vs. 3.4 million WITHHELD) and Gipson secured 64.9% (123.0 million FOR vs. 66.5 million WITHHELD). Broker non-votes were approximately 1.7 million for each nominee.

Proposal 2 – Auditor Ratification: Shareholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending February 1, 2026, with 190.6 million votes FOR (99.7%), 0.6 million AGAINST and 0.05 million ABSTAIN.

Proposal 3 – Say-On-Pay: The advisory vote to approve compensation for named executive officers passed with 169.9 million votes FOR (89.8%), 12.4 million AGAINST and 7.2 million ABSTAIN; broker non-votes totaled 1.7 million. No other items required disclosure, and the filing contained no financial performance data or strategic updates.

The results indicate continued shareholder confidence in CNM’s leadership, governance structure and auditor selection. Because all proposals were routine and passed comfortably, the filing has limited immediate financial impact but affirms corporate stability and governance continuity.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; all proposals pass, confirming board stability and shareholder support.

The 2025 AGM results show that Core & Main maintains strong governance backing. Two directors—Hope and Witkowski—received overwhelming support above 96%, while Gipson’s 65% approval, though lower, still secured re-election. The auditor ratification margin (99.7%) and the 90% say-on-pay approval reinforce investor confidence in management oversight and compensation practices. There are no red-flags such as a failed vote or significant opposition to executive pay. From a governance perspective, the filing is standard and should not materially alter investment theses, but it does remove near-term uncertainty regarding board composition and audit continuity.

Securities Analyst

TL;DR: Filing is neutral; no new financial data, but clears governance hurdles.

Because the 8-K is limited to shareholder voting outcomes, it does not affect Core & Main’s revenue, earnings or strategic outlook. However, passage of the say-on-pay vote near 90% avoids potential negative sentiment that can follow contested compensation packages. The modest 35% dissent against director Gipson bears watching but is unlikely to influence near-term operations. Overall, the event is routine and should have negligible impact on valuation or trading dynamics.

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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

FAQ

What were the results of Core & Main (CNM) director elections in 2025?

Dennis G. Gipson: 123.0 M FOR, 66.5 M WITHHELD; James D. Hope: 182.3 M FOR, 7.2 M WITHHELD; Mark R. Witkowski: 186.1 M FOR, 3.4 M WITHHELD.

Did shareholders ratify Core & Main’s external auditors for FY 2026?

Yes. PricewaterhouseCoopers LLP was ratified with 190.6 M votes FOR (99.7%), 0.6 M AGAINST and 0.05 M ABSTAIN.

How did Core & Main shareholders vote on executive compensation (say-on-pay)?

Approximately 89.8% (169.9 M votes) approved the FY 2025 executive compensation package; 12.4 M voted AGAINST and 7.2 M ABSTAINED.

Were there any major transactions or financial results disclosed in this 8-K?

No. The filing only covered annual meeting voting outcomes; it contained no earnings, guidance or transaction information.

Is Core & Main (CNM) considered an emerging growth company?

No. The company’s filing box for emerging growth company status is unchecked, indicating CNM is not taking that classification.