Core & Main, Inc.
For the period ended Feb 1, 2026. Filed May 7, 2026.
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 1, 2026 · Filed May 7, 2026
Contents
CORE & MAIN252026 PROXY STATEMENT
| CORE & MAIN | 25 | 2026 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) | 18,990,291 | 10.1% | — | —% | 9.8% |
| Morgan Stanley(f) | 12,469,881 | 6.6% | — | —% | 6.4% |
| Vanguard Capital Management(g) | 9,911,239 | 5.3% | — | —% | 5.1% |
| John R. Schaller(h) | 19,689 | * | 850,214 | 13.4% | * |
| Directors and Named Executive Officers | |||||
| Mark R. Witkowski(h) | 235,538 | * | 616,250 | 9.7% | * |
| Robyn L. Bradbury(h) | 32,418 | * | 152,447 | 2.4% | * |
| Stephen O. LeClair(h)(i) | 157,589 | * | 1,572,945 | 24.8% | * |
| Bradford A. Cowles(h) | 161,573 | * | 798,456 | 12.6% | * |
| Michael G. Huebert | 46,355 | * | — | —% | * |
| Mark G. Whittenburg(h)(i) | 107,965 | * | 227,312 | 3.6% | * |
| Bhavani Amirthalingam | 15,156 | * | — | —% | * |
| Robert M. Buck | 13,050 | * | — | —% | * |
| James G. Castellano(h) | 4,638 | * | 158,946 | 2.5% | * |
| Dennis G. Gipson(h) | 13,958 | * | 219,601 | 3.5% | * |
| M. Susan Hardwick | 580 | * | — | —% | * |
| James D. Hope | 6,939 | * | — | —% | * |
| Orvin T. Kimbrough(h) | 13,961 | * | 28,709 | * | * |
| Kathleen M. Mazzarella(h) | 14,040 | * | 140,885 | 2.2% | * |
| Margaret M. Newman(h) | 13,958 | * | 39,123 | * | * |
| All executive officers and directors as a group (16 persons)(h)(i)(j) | 623,092 | * | 2,304,594 | 36.3% | 1.5% |
*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 18,990,291 shares of Class A common stock, of which it has sole dispositive power with respect to 18,990,291 shares and sole voting power with respect to 18,450,856 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 7, 2026.
(f)Morgan Stanley beneficially owns 12,469,881 shares of Class A common stock, of which it has shared voting power with respect to 11,496,472 shares and shared dispositive power with respect to 12,434,330 shares, which includes 10,504,993 shares beneficially owned by Morgan Stanley Investment Management Inc., of which it had shared voting power with respect to 9,601,764 share and shared dispositive power with respect to 10,504,993 shares. The business address for the reporting persons is 1585 Broadway, New York, NY 10036. This information is based upon a Schedule 13G/A filed with the SEC on November 7, 2025.
(g)Vanguard Capital Management beneficially owns 9,911,239 shares of Class A common stock, of which it has sole dispositive power with respect to 9,911,239 shares and sole voting power with respect to 1,445,414 shares. The business address for Vanguard Capital Management is 100 Vanguard Blvd, Malvern, PA, 19355. The information concerning Vanguard Capital Management is based on a Schedule 13G filed with the SEC on April 29, 2026.
(h)Includes shares held through such person's interest in Management Feeder. The table presented above includes Class A common stock of 22 shares for Mrs. Bradbury, 3 shares for Mr. Kimbrough, 82 shares for Ms. Mazzarella and 107 shares for all directors and officers as a group and all Class B common stock held for each individual listed and for all directors and officers as a group. Pursuant to the limited liability company agreement of Management Feeder, The managers of Management Feeder are John Stephens, Natalie Wood, Jackie Burkhardt, and Brendan Simaytis.
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