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
CNM$45.97-2.1%Stored close · as of Nov 6, 2026
Contents
CORE & MAIN32025 PROXY STATEMENT
| CORE & MAIN | 3 | 2025 PROXY STATEMENT |
|---|
| Shareholder Outreach | •The Company's management and certain Board members periodically engage in wide-ranging dialogue with select major institutional investors. Both the Company and the Board benefit greatly from the insights, experiences and ideas exchanged during these engagements. We are committed to continuing this dialogue with our shareholders in the future. |
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| Stock Ownership Guidelines | •Our CEO, other Section 16 officers and independent Directors (collectively, “covered persons”) are subject to our stock ownership guidelines. Each covered person is required to maintain a minimum equity stake in the Company, determined as a multiple of the covered person’s base salary or annual cash retainer, as applicable, and converted to a fixed number of shares of common stock. Our CEO must maintain stock ownership equal to six times his or her base salary. Each other Section 16 officer must maintain stock ownership equal to three times his or her base salary. Each non-employee member of the Board must maintain stock ownership equal in value to five times his or her annual cash retainer. All covered persons currently satisfy the stock ownership guidelines. For the purpose of determining ownership levels, common units of Core & Main Management Feeder, LLC (“Management Feeder”) granted under the Amended and Restated Core & Main Holdings LP Equity Incentive Plan (the “Pre-IPO Plan”) that can be indirectly exchanged for shares of the Company’s Class A common stock are treated as shares held directly. |
| Compensation Clawback | •Our Dodd-Frank Clawback Policy provides for the prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
| Insider Trading Policy | •We do not allow our directors, executive officers or associates to trade the Company's securities while in possession of material nonpublic information relating to the Company or our securities or provide such information to another form of tipping. |
| No Hedging, Pledging or Short Sales | •We do not allow our directors, executive officers or associates to engage in hedging, pledging or short sales of our securities. |
| Meeting Attendance | •Each of our directors attended 75% or more of the aggregate of the total number of Board meetings and committee meetings on which he or she served in fiscal 2024. |
| Sustainability | •We remain dedicated to sustainability and complying with climate-related disclosure requirements. |
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