Core & Main, Inc.
For the period ended Feb 2, 2025. Filed May 13, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 2, 2025 · Filed May 13, 2025
Contents
CORE & MAIN242025 PROXY STATEMENT
| CORE & MAIN | 24 | 2025 PROXY STATEMENT |
|---|
| CLASS A COMMON STOCK BENEFICIALLY OWNED(a)(b) · CLASS B COMMON STOCK BENEFICIALLY OWNED(b)(c) · COMBINED VOTING POWER(a)(d) | |||||
|---|---|---|---|---|---|
| NAME OF BENEFICIAL OWNER | NUMBER | % | NUMBER | % | % |
| 5% Shareholders | |||||
| BlackRock, Inc. (e) | 18,974,733 | 10.0% | — | —% | 9.6% |
| The Vanguard Group (f) | 18,176,610 | 9.6% | — | —% | 9.2% |
| Select Equity Group, L.P.(g) | 13,182,779 | 7.0% | — | —% | 6.7% |
| Directors and Named Executive Officers | |||||
| Stephen O. LeClair(h) | 563,567 | * | 1,772,945 | 23.0% | 1.2% |
| Mark R. Witkowski(h) | 147,114 | * | 816,250 | 10.6% | * |
| Bradford A. Cowles(h) | 112,616 | * | 798,456 | 10.4% | * |
| Michael G. Huebert | 9,193 | * | — | * | * |
| John R. Schaller(h) | 20,114 | * | 850,214 | 11.0% | * |
| Bhavani Amirthalingam | 12,967 | * | — | * | * |
| Robert M. Buck | 10,861 | * | — | * | * |
| James G. Castellano(h) | 11,769 | * | 193,620 | 2.5% | * |
| Dennis G. Gipson(h) | 11,769 | * | 219,601 | 2.9% | * |
| James D. Hope | 2,778 | * | — | * | * |
| Orvin T. Kimbrough(h) | 11,774 | * | 48,840 | * | * |
| Kathleen M. Mazzarella(h) | 11,851 | * | 140,885 | 1.8% | * |
| Margaret M. Newman(h) | 11,769 | * | 39,123 | * | * |
| All executive officers and directors as a group (16 persons)(h)(i) | 1,103,006 | * | 5,852,204 | 76.0% | 3.5% |
*Represents beneficial ownership of less than 1%
(a)Our Class A common stock entitles holders thereof to one vote per share.
(b)Subject to the terms of the Exchange Agreement, each Partnership Interest, together with a corresponding number of shares of Class B common stock, is exchangeable for shares of Class A common stock generally on a one-for-one basis or, at the election of a majority of the disinterested members of our Board, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock sold in such public offering or private sale), net of any underwriting discounts and commissions, for each Partnership Interest exchanged, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions. Additional shares of Class A common stock or an equivalent cash payment, if a majority of the disinterested members of our Board elects to exchange shares of Class A common stock for cash pursuant to the preceding sentence, may be issued upon any such exchange pursuant to the terms of the Exchange Agreement on account of a shortfall relating to tax distributions or payments to fund payments under the Tax Receivable Agreements. The Exchange Agreement also provides that in connection with any such exchange, to the extent that Holdings has, since consummation of the IPO, made distributions to the applicable Continuing Limited Partner that are proportionately lesser or greater than the distributions made to us, on a pro rata basis, the number of shares of Class A common stock to be issued or cash to be paid to such Continuing Limited Partner will be adjusted to take into account the amount of such discrepancy that is allocable to the Partnership Interests, and Class B common stock, subject to such exchange. Beneficial ownership of shares of Class B common stock reflected in this table has not been also reflected as beneficial ownership of shares of Class A common stock for which such shares, paired with an equal number of Partnership Interests, may be exchanged. In calculating the percentage of Partnership Interests beneficially owned, the Partnership Interests held by Core & Main are treated as outstanding.
(c)Represents Partnership Interests which are paired with an equal number of shares of Class B common stock.
(d)Represents percentage of voting power of the Class A common stock and Class B common stock voting together as a single class.
(e)BlackRock, Inc. (“BlackRock”) beneficially owns 18,974,733 shares of Class A common stock, of which it has sole dispositive power with respect to 18,974,733 shares and sole voting power with respect to 18,561,501 shares. The business address for BlackRock is 50 Hudson Yards, New York, NY 10001. The information concerning BlackRock is based on a Schedule 13G/A filed with the SEC on April 25, 2025.
(f)The Vanguard Group (“Vanguard”) beneficially owns 18,176,610 shares of Class A common stock, of which it has shared voting power with respect to 82,591 shares, sole dispositive power with respect to 17,699,247 shares and shared dispositive power with respect to 298,780 shares. The business address for Vanguard is 100 Vanguard Blvd., Malvern, PA, 19355. The information concerning Vanguard is based upon a Schedule 13G/A filed with the SEC on November 12, 2024.
(g)Select Equity Group, L.P. ("Select"), together with George S. Loening, beneficially owns 13,182,779 shares of Class A common stock, of which it has shared voting power with respect to 13,182,779 shares and shared dispositive power with respect to 13,182,779 shares. The business address for Select is 380 Lafayette Street, 6th Floor, New York, NY 10003. The information concerning Select is based upon a Schedule 13G/A filed with the SEC on February 14, 2025.
(h)Includes the following shares based on such person’s proportionate interest in Management Feeder: Mr. LeClair, 1,772,945 shares of Class B common stock; Mr. Witkowski, 816,250 shares of Class B common stock; Mr. Cowles, 798,456 shares of Class B common stock; Mr. Schaller, 850,214 shares of Class B common stock; Mr. Castellano, 193,620 shares of Class B common stock; Mr. Gipson, 219,601 shares of Class B common stock; Mr. Kimbrough, 5 shares of Class A common stock and 48,840 shares of Class B common stock; Ms. Mazzarella, 82 shares of Class A common stock and 140,885 shares of Class B common stock; Ms. Newman, 39,123 shares of Class B common stock; and all directors and officers as a group, 155 shares of Class A common stock and 5,375,014 shares of Class B common stock. Pursuant to the limited liability company agreement of Management Feeder, the managers of Management Feeder are Mark Whittenburg, John Stephens, Natalie Wood and Jackie Burkhardt.
(i)Represents executive officers and directors of Core & Main as of April 28, 2025.
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