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Core & Main (NYSE: CNM) investors back directors, auditor and pay plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Core & Main, Inc. reported the results of its annual shareholder meeting held on June 23, 2026. Shareholders elected three Class II directors—Bhavani Amirthalingam, Orvin T. Kimbrough, and Margaret M. Newman—to serve until the 2029 annual meeting, or until successors are elected and qualified.

Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027. In addition, investors approved, on an advisory basis, the compensation of the company’s named executive officers for the fiscal year ended February 1, 2026.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor ratification votes for 186,718,243 votes Ratification of PricewaterhouseCoopers LLP for FY ending January 31, 2027
Say-on-pay votes for 162,417,524 votes Advisory approval of named executive officer compensation for FY ended February 1, 2026
Director Amirthalingam votes for 174,973,816 votes Election as Class II director until 2029 annual meeting
Director Kimbrough votes for 117,797,440 votes Election as Class II director until 2029 annual meeting
Director Newman votes for 173,479,703 votes Election as Class II director until 2029 annual meeting
Broker Non-Votes financial
"Name | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"The shareholders approved, on an advisory basis, the compensation paid"
named executive officers financial
"the compensation paid to the Company’s named executive officers for the fiscal year ended February 1, 2026"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
annual meeting of shareholders financial
"held its annual meeting of shareholders on June 23, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Understanding 8-K Material Events →
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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 23, 2026

___________________________

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 23, 2026. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement dated May 7, 2026. 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 II directors until the Company’s 2029 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
Bhavani Amirthalingam
174,973,816
8,405,104
4,097,806
Orvin T. Kimbrough
117,797,440
65,581,480
4,097,806
Margaret M. Newman
173,479,703
9,899,217
4,097,806
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 January 31, 2027 was ratified.
Votes For
Votes Against
Votes Abstained
186,718,243
714,634
43,849
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 1, 2026.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
162,417,524
17,410,258
3,551,138
4,097,806

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/ Jackie M. Burkhardt
Name:
Jackie M. Burkhardt
Title:
General Counsel, Chief Compliance Officer and Secretary

Date: June 23, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Core & Main (CNM) shareholders decide at the 2026 annual meeting?

Shareholders elected three Class II directors, ratified PricewaterhouseCoopers LLP as auditor, and approved, on an advisory basis, named executive officer compensation. These votes confirm support for the company’s board composition, external auditor, and recent executive pay practices.

Which directors were elected to Core & Main (CNM)’s board in 2026?

Bhavani Amirthalingam, Orvin T. Kimbrough, and Margaret M. Newman were elected as Class II directors. They will serve until Core & Main’s 2029 annual meeting of shareholders or until their successors are duly elected and qualified, subject to earlier resignation or removal.

Did Core & Main (CNM) shareholders ratify the company’s independent auditor?

Yes, shareholders ratified PricewaterhouseCoopers LLP as Core & Main’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The ratification vote showed strong support, with significantly more votes cast in favor than against or abstaining.

How did Core & Main (CNM) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of Core & Main’s named executive officers for the fiscal year ended February 1, 2026. The advisory vote received substantially more votes for than against, indicating general shareholder support for the company’s recent pay programs.

Was there an advisory say-on-pay vote at Core & Main (CNM)’s 2026 meeting?

Yes, an advisory say-on-pay vote was held on compensation for named executive officers for the fiscal year ended February 1, 2026. Shareholders approved the proposal, providing non-binding but important feedback on the company’s executive compensation structure and levels.

Filing Exhibits & Attachments

3 documents

Other Documents