Core & Main, Inc. 8-K

What Happened

• Core & Main, Inc. (CNM) filed an 8-K on June 23, 2026 reporting the results of its annual shareholders meeting held that day (proxy dated May 7, 2026). Three Class II directors were elected to serve until the 2029 annual meeting. PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal 2027, and shareholders approved the advisory (non-binding) vote on named executive officer compensation for the fiscal year ended February 1, 2026.

Key Details

• Director elections (Class II, terms through 2029):
  • Bhavani Amirthalingam — For: 174,973,816; Withheld: 8,405,104; Broker Non-Votes: 4,097,806.
  • Orvin T. Kimbrough — For: 117,797,440; Withheld: 65,581,480; Broker Non-Votes: 4,097,806.
  • Margaret M. Newman — For: 173,479,703; Withheld: 9,899,217; Broker Non-Votes: 4,097,806.
• Auditor ratification: PricewaterhouseCoopers LLP ratified for fiscal year ending Jan 31, 2027 — For: 186,718,243; Against: 714,634; Abstained: 43,849.
• Advisory say-on-pay: Approved (non-binding) — For: 162,417,524; Against: 17,410,258; Abstained: 3,551,138; Broker Non-Votes: 4,097,806.

Why It Matters

• The vote confirms the company’s board composition for the next multi-year cycle and provides continuity in governance.
• Ratification of PwC maintains continuity of external audit oversight for fiscal 2027.
• The advisory approval of executive compensation signals shareholder support for the company’s pay practices for fiscal 2026, but, as an advisory vote, it is non-binding.
• The markedly higher withheld votes for Orvin T. Kimbrough vs. the other nominees is a factual outcome investors may note when evaluating governance and shareholder sentiment.