Business Context and Reporting Period
This Form 8-K filing by Core & Main, Inc. reports on the results of the annual meeting of shareholders held on June 26, 2024. The company is incorporated in Delaware and trades on the New York Stock Exchange under the symbol CNM.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
The filing details the final voting outcomes for three proposals submitted to shareholders:
- Proposal 1: Director Election
- Robert M. Buck: Elected with 143,963,242 votes for (29.9% withheld).
- James G. Castellano: Elected with 181,767,501 votes for (3.0% withheld).
- Kathleen M. Mazzarella: Elected with 137,192,305 votes for (26.8% withheld).
- Proposal 2: Ratification of Auditor
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending February 2, 2025.
- Votes For: 189,285,717; Votes Against: 361,617; Abstained: 54,958.
- Proposal 3: Advisory Vote on Executive Compensation
- Shareholders approved the compensation for named executive officers for the fiscal year ended January 28, 2024.
- Votes For: 160,729,837; Votes Against: 19,443,717; Abstained: 7,198,322.
Guidance, Outlook, and Risks
This filing does not provide management commentary, financial guidance, outlook, or specific risk factors. It strictly reports the administrative results of the shareholder vote.
Investor Verification Checklist
- Verify the high percentage of votes withheld for directors Robert M. Buck and Kathleen M. Mazzarella compared to James G. Castellano.
- Confirm the ratification of PricewaterhouseCoopers LLP for the upcoming fiscal year.
- Review the definitive proxy statement dated May 14, 2024, for detailed context on the executive compensation advisory vote.
- Note that this document contains no financial performance data; refer to the most recent 10-K or 10-Q for financial metrics.