Core & Main (CNM) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 23, 2026, will be held virtually, with shareholders of record as of April 27, 2026, eligible to vote on key proposals.

• Fiscal 2025 marked the 16th consecutive year of sales growth, with net sales over $7.6 billion, net income of $462 million, and adjusted EBITDA of $931 million.

• Executive leadership transitioned in March 2025, with Mark R. Witkowski appointed CEO and Robyn L. Bradbury as CFO; Stephen O. LeClair retired as Executive Chair in April 2026.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II directors for three-year terms, ratify PwC as independent auditor for fiscal 2026, and approve an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 annual meeting must be received by January 7, 2027.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; directors serve staggered three-year terms across three classes.

• Recent appointments include M. Susan Hardwick as Class III director and James G. Castellano as Chair of the Board.

• Board committees include Audit, Talent and Compensation, and Nominating and Governance, all chaired by independent directors.

• Board and committees held five meetings each in fiscal 2025, with all directors attending at least 75% of meetings.

• Board skills include distribution, M&A, cyber/data security, innovation, human capital, finance, and CEO experience.