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 & MAIN262026 PROXY STATEMENT
| CORE & MAIN | 26 | 2026 PROXY STATEMENT |
|---|
(i)Messrs. LeClair and Whittenburg retired as employees of Core & Main, and Mr. LeClair retired from the Board, effective as of April 1, 2026, and therefore have been excluded from the all executive officers and directors as a group amounts presented above.
(j)Represents executive officer and directors of Core & Main as of April 27, 2026.
Securities Authorized for Issuance Under Equity Compensation Plans
As discussed further below under “Director and Executive Compensation—Elements of Our Executive Compensation Program,” we make grants of long-term equity incentive compensation to our employees and directors under the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the “Omnibus Incentive Plan”). The following table sets forth the number of shares of our Class A common stock reserved for issuance under our equity compensation plans as of February 1, 2026:
Equity Compensation Plan Information
| PLAN CATEGORY · NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, RESTRICTED STOCK UNITS AND STOCK APPRECIATION RIGHTS · WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS AND STOCK APPRECIATION RIGHTS · NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS | |||||
|---|---|---|---|---|---|
| Equity compensation plans approved by security holders | 2,315,858(1) | $32.18(2) | 11,295,073(3) | ||
| Equity compensation plans not approved by security holders | — | — | — | ||
| Total | 2,315,858 | $32.18 | 11,295,073 | ||
(1)Consists of 1,972,057 outstanding stock options, 80,572 stock appreciation rights and 263,229 restricted stock units granted under the Omnibus Incentive Plan.
(2)Consists of 1,972,057 outstanding stock options having a weighted average exercise price of $33.23 and 80,572 stock appreciation rights having a weighted average exercise price of $6.58.
(3)Consists of 9,180,964 shares remaining available for issuance under the Omnibus Incentive Plan and 2,114,109 shares available for issuance under our Employee Stock Purchase Plan.
The number or amount of shares of stock, other property or cash covered by outstanding awards, the number and type of shares of stock that have been authorized for issuance under the Omnibus Incentive Plan, the exercise or base price or purchase price of each outstanding award, and the other terms and conditions of outstanding awards, will be subject to adjustment by the Talent and Compensation Committee, in its discretion, in the event of any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting our common stock.
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