8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

___________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2024 (February 7, 2024)

__________________________

Core & Main, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware	001-40650	86-3149194
(State or other jurisdiction of incorporation)	(Commission File Number	(IRS Employer Identification No.)

1830 Craig Park Court
St. Louis, Missouri	63146
(Address of principal executive offices)	(Zip Code)

(314) 432-4700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A common stock, par value $0.01 per share	CNM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Departure of Directors affiliated with Clayton, Dubilier & Rice, LLC

On February 7, 2024, James G. Berges informed Core & Main, Inc. (the “Company”) of his decision to resign from his position as Chair of the board of directors (the “Board”) of the Company, various committees of the Board and as a member of the Board, effective immediately. Further, on February 7, 2024, Ian A. Rorick, Nathan K. Sleeper and Jonathan L. Zrebiec each informed the Company of their decision to resign from their positions as members of the Board, effective immediately. Messrs. Berges, Rorick, Sleeper and Zrebiec are affiliated with the private equity firm Clayton, Dubilier & Rice, LLC (“CD&R”), and have resigned as members of the Board in connection with the successful exit of CD&R’s investment in the Company, which was completed on January 25, 2024.

Appointment of Stephen O. LeClair as Chairman of the Board and James G. Castellano as Lead Independent Director

On February 7, 2024, the Board, upon the recommendation of the Nominating and Governance Committee of the Board, appointed Stephen O. LeClair to replace James G. Berges as Chair of the Board. Mr. LeClair is and will continue to be the Chief Executive Officer (“CEO”) of the Company and has served as CEO and a member of the Board since 2021.

In addition, the Board, upon the recommendation of the Nominating and Governance Committee of the Board, appointed James G. Castellano to the newly created position of Lead Independent Director of the Board. Mr. Castellano, who joined the Board in 2021, will continue to serve as Chair of the Board’s Audit Committee.

Item 8.01. Other Events

On February 7, 2024, the Board resolved to reduce the Board size from twelve members to eight members by eliminating the vacancies resulting from the resignations of Messrs. Berges, Sleeper, Rorick and Zrebiec.

On February 8, 2024, the Company issued a press release announcing, among other things, the resignations of Messrs. Berges, Rorick, Sleeper and Zrebiec as directors, the appointment of Mr. LeClair as Chair of the Board and appointment of Mr. Castellano as Lead Independent Director, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release dated February 8, 2024.**
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)*

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core & Main, Inc.
By:	/s/ Mark G. Whittenburg
Name:	Mark G. Whittenburg
Title:	General Counsel and Secretary

Date: February 8, 2024

EX-99.1

News Release

FOR IMMEDIATE RELEASE

Core & Main Elects Stephen LeClair as Chairman of Board as
Clayton, Dubilier & Rice Sells Remaining Stake

ST. LOUIS, Feb. 8, 2024—Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, today announced that its board of directors has elected Stephen O. LeClair as the new chairman of the board, effective immediately. LeClair will continue serving as chief executive officer of Core & Main. James G. Castellano will serve as lead independent director, in addition to his responsibilities as the audit committee chair, and Kathleen M. Mazzarella will serve as chair of the nominating and governance committee.

In addition to these changes, James G. Berges, Nathan L. Sleeper, Jonathan L. Zrebiec and Ian A. Rorick, all affiliates of Clayton, Dubilier & Rice (CD&R), have resigned from Core & Main’s board after serving since 2017, when CD&R assumed a majority stake in Core & Main. CD&R sold its remaining stake in Core & Main in January 2024.

“I would like to thank Jim, Nate, J.L. and Ian for serving on the board for the last several years. Their leadership helped guide Core & Main into what it is today,” said LeClair. “I am honored to have been appointed chairman of the board and I have never been more excited about the opportunities that lie ahead for Core & Main. Our focus continues to be on delivering local service, nationwide, while driving profitable growth, generating strong cash flow and delivering superior value to our shareholders.”

“It has been a privilege serving as Core & Main’s chairman of the board and helping the business become an independent public company,” said Berges. “During this time, Core & Main generated significant growth and expanded their products, services and capabilities to provide more value to their customers.”

About Core & Main

Based in St. Louis, Core & Main is a leader in advancing reliable infrastructure™ with local service, nationwide®. As a leading specialized distributor with a focus on water, wastewater, storm drainage and fire protection products, and related services, Core & Main provides solutions to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets, nationwide. With approximately 320 locations across the U.S., the company provides its customers local expertise backed by a national supply chain. Core & Main’s 4,500 associates are committed to helping their communities thrive with safe and reliable infrastructure. Visit coreandmain.com to learn more.

cont.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Core & Main’s financial and operating outlook, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:

Investor Relations:

Robyn Bradbury, 314-995-9116

InvestorRelations@CoreandMain.com

Core & Main Announces Changes to Board of Directors

XML

Cover	Feb. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 07, 2024
Entity Registrant Name	Core & Main, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40650
Entity Tax Identification Number	86-3149194
Entity Address, Address Line One	1830 Craig Park Court
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63146
City Area Code	314
Local Phone Number	432-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.01 per share
Trading Symbol	CNM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001856525
Amendment Flag	false