Core & Main, Inc.
For the period ended Feb 1, 2026. Filed May 7, 2026.
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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 & MAIN332026 PROXY STATEMENT
| CORE & MAIN | 33 | 2026 PROXY STATEMENT |
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Stock Ownership Guidelines and Holding Period Requirements
The Company has adopted stock ownership guidelines applicable to our executive officers (including our NEOs) and non-employee directors. See “Directors, Executive Officers and Corporate Governance—Stock Ownership Guidelines” onpage 20 of this proxy statement.
Insider Trading Policy; No Hedging, Pledging or Short Sales
The Company's Policy on Trading in Securities prohibits our directors, executive officers and employees from engaging in buying, selling, gifting or otherwise trading securities of the Company when such person possesses material nonpublic information relating to the Company or our securities. A copy of our Policy on Trading Securities was filed as Exhibit 19.1 to our 2025 Form 10-K.
The Policy on Trading in Securities also prohibits our directors, executive officers and employees from engaging in hedging, pledging or short sales with respect to Company securities.
Tax and Accounting Considerations
Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, generally places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that is deductible by the Company for federal income tax purposes.
Where appropriate, we attempt to structure our executive employment arrangements and compensation programs to allow us to maximize the Company’s tax deductions for the compensation we pay to our executives. However, it is expected that our Talent and Compensation Committee will authorize compensation payments that are not deductible for federal income tax purposes when it believes that such payments are appropriate to attract, retain and incentivize executive talent.
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