Core & Main, Inc. (CNM)
NYSE: CNM · Real-Time Price · USD
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Sep 21, 2026, 12:50 PM EDT - Market open
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AGM 2026

Jun 23, 2026

Summary

The meeting covered director elections, auditor ratification, and executive compensation approval, with all proposals passing. Shareholders participated via a virtual platform, and risks related to forward-looking statements were noted. Final voting results will be filed on Form 8-K.

Operator

Thank you for standing by, and welcome to the Core & Main Meeting. I will now turn the call over to Jim Castellano.

Jim Castellano
Chair of Board of Directors, Core & Main

Thank you and good morning. I'm Jim Castellano, Chair of the Board of Directors of Core & Main, Inc. It's my pleasure to welcome you to the 2026 Core & Main, Inc. Annual Meeting of Shareholders. I will act as chair of today's meeting, and thank you all for joining us today. Before we start the meeting, I'd like to make a few introductions. First, it's my pleasure to share that all members of our Board of Directors are in attendance today. Next, I would like to introduce Mark Witkowski, our Chief Executive Officer, and Jackie Burkhardt, our General Counsel and Secretary. Finally, a representative from PricewaterhouseCoopers LLP, the company's independent auditor, is also in attendance.

We'll begin today's meeting with the formal business portion, consisting of the election of the three director nominees named in the proxy statement, ratification of PwC as the company's independent auditor for the 2026 fiscal year, and an advisory vote to approve named executive officer compensation paid for the 2025 fiscal year. We'll provide time for a question- and- answer session prior to the closing of the polls. Only validated shareholders may submit questions in the designated field on the web portal. I will read and answer questions received relating to the three agenda items for today and that comply with our rules of conduct and procedures. Jackie Burkhardt, the secretary of the meeting, will now review some preliminary matters. Jackie?

Jackie Burkhardt
General Counsel and Secretary, Core & Main

Thank you, Jim. The meeting agenda and the rules of conduct and procedures for today's meeting are available on our virtual shareholder meeting platform provided by Broadridge. We encourage you to review these materials as they are now in effect and govern your participation in this meeting. As a reminder, during today's meeting, we may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management's current expectations and which are subject to risks, uncertainties, and changes in circumstances. Numerous factors could cause our actual results and condition to differ materially from those described in any forward-looking statements. Please see our annual report on Form 10-K for fiscal 2025 for a description of the risks and uncertainties associated with our business.

If we encounter any technical difficulties that prevent us from continuing the meeting, we ask our shareholders to stand by for 15 minutes for resolution. If we are unable to resolve the technical difficulties after 15 minutes, please refer to the investor relations section of our website for an update related to the meeting. With that, I will turn it back over to Jim.

Jim Castellano
Chair of Board of Directors, Core & Main

Thank you, Jackie. I now officially call the 2026 Core & Main Inc. Annual Meeting of Shareholders to order. Nancy Hoffman of Broadridge Financial Solutions is serving as our Inspector of Elections for the meeting. In order to attend this meeting, you must have been a shareholder as of April 27, 2026, the record date for the meeting. As of April 27, 2026, there were approximately 188.1 million shares of the company's Class A common stock and approximately 6.3 million shares of the company's Class B common stock entitled to vote. A majority of these shares is needed for a quorum. We can confirm that we have the necessary shares represented to declare that we have a quorum to conduct this meeting.

If you have not yet voted and would like to vote today, you may do so by clicking on the voting button on the web portal and following the instructions. If you already voted, you do not have to vote again. If you previously submitted a proxy and wish to change your vote, you may vote during the meeting before the polls close, which will serve to revoke your earlier proxy and vote. I now declare the polls open for voting.

The first item of business is the Election of Directors, which is item number one on your ballot. The board has nominated the three individuals named in the proxy statement, each to serve for a three-year term, 2026 through the 2029 Annual Meeting. Those individuals are Bhavani Amirthalingam, Orvin T. Kimbrough, and Margaret M. Newman. The board recommends you vote for all three of these nominees.

We'll now move on to the second business agenda item. This is the ratification of the appointment of PwC as the independent auditor of the company for the 2026 fiscal year. The board recommends you vote for this proposal. We'll now move on to the third proposal, the advisory vote on executive compensation, also known as say- on- pay. Specifically, you're being asked to approve on an advisory basis the compensation of the company's named executive officers for the 2025 fiscal year, as disclosed in the proxy statement. The board recommends you vote for this proposal. I'll now pause to allow for final voting and to answer any questions that have been submitted regarding our three agenda items.

Well, that concludes the question- and- answer portion of the meeting. I now declare the polls closed, and all matters have now been voted upon by the shareholders. We'll now move on to the preliminary voting results. Jackie, please review the preliminary voting results.

Jackie Burkhardt
General Counsel and Secretary, Core & Main

Thank you, Jim. Based on the preliminary vote count reported to me by the Inspector of Elections, all three of the nominees for the Board of Directors have been elected. The appointment of PwC as the company's independent auditor for the 2026 fiscal year has been ratified. The compensation of our named executive officers for the 2025 fiscal year has been approved on an advisory basis. Please note that any ballots collected on the web portal will be verified and tabulated by our Inspector of Elections. The final results of the vote will be available on a Form 8-K, which we will file with the Securities and Exchange Commission within four business days after this meeting. Jim, I will turn the meeting back over to you.

Jim Castellano
Chair of Board of Directors, Core & Main

Thank you again, Jackie. This concludes all matters on the meeting agenda, and I declare the meeting adjourned. I would like to thank all of you for your attendance today and for your continued support of Core & Main. Operator, this concludes the call.

Operator

This concludes today's meeting. You may now disconnect.