Core & Main (CNM) Proxy Filing summary

Executive summary

• Achieved record net sales of over $7.4 billion, net income of $434 million, and Adjusted EBITDA of $930 million for fiscal 2024.

• Deployed $176 million to repurchase 4 million shares and $741 million to acquire ten companies with $600 million in annualized sales.

• Completed executive leadership transition: Mark R. Witkowski appointed CEO, Robyn L. Bradbury as CFO, and Stephen O. LeClair as Executive Chair.

• Board expanded from nine to ten directors, emphasizing diversity and independence.

Voting matters and shareholder proposals

• Shareholders to vote on electing three Class I directors for three-year terms, ratifying PwC as independent auditor for fiscal 2025, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by January 13, 2026.

Board of directors and corporate governance

• Board consists of ten members, eight of whom are independent; directors serve staggered three-year terms.

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

• Lead Independent Director role established to enhance governance.

• Board diversity includes three women and two directors from underrepresented backgrounds.

• Annual board and committee assessments conducted.