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): May 1, 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 Arrangements of Certain Officers.

On May 1, 2024, the Board of Directors (the “Board”) of Core & Main, Inc. (the “Company”) approved an increase in the size of the Board to nine directors effective as of May 1, 2024, and James D. Hope was appointed to the Board as a Class I director to fill the vacancy on the Board created by the increase in Board size. Mr. Hope was also appointed as a member of the Audit Committee of the Board as a Class I director. Mr. Hope's term expires at the 2025 annual meeting of stockholders and until his successor shall be elected or qualified, or until his earlier death, resignation or removal. There was no arrangement or understanding between Mr. Hope and any other person pursuant to which he was selected as a director.

From 2018 until his retirement at the end of 2022, Mr. Hope served as executive vice president and chief financial officer for Performance Food Group Company (“PFG”), a leading marketer and distributor of food and food-related products across the United States. Prior to that position, Mr. Hope served as PFG’s executive vice president of operations from 2014 to 2018. Prior to joining PFG, Mr. Hope spent 26 years in various leadership roles at Sysco Corporation, most recently serving as executive vice president of business transformation. Mr. Hope brings to the board a well-rounded background, including public company accounting and reporting, mergers and acquisitions, strategic planning, and risk management and mitigation.

In connection with his election to the Board, Mr. Hope will receive a pro rata portion of the standard annual compensation for service on the Board and the Audit Committee as described from time to time in the Company's definitive proxy statements filed with the Securities and Exchange Commission (the "SEC"). As of the date of this report, standard annual compensation for service on the Board is equal to $200,000, to be paid in $120,000 of restricted stock units of the Company issued under the Company’s 2021 Omnibus Equity Incentive Plan and $80,000 in cash. In addition, an Audit Committee member receives an additional $10,000 annually in cash. The Company entered into an indemnification agreement with Mr. Hope pursuant to which the Company is required to indemnify Mr. Hope against certain liabilities which may arise by reason of his status or service as a director and to advance expenses to him, subject to reimbursement if it is determined that he is not entitled to indemnification. The form of such indemnification agreement has been filed as Exhibit 10.10 to the Company’s Form 10-K, filed with the SEC on March 19, 2024.

Item 8.01 Other Events.

On May 1, 2024, the Company issued a press release announcing the appointment of Mr. Hope as a 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 May 1, 2024
104	Cover Page to this Current Report on Form 8-K in Inline XBRL.

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: May 1, 2024

EX-99.1

News Release

FOR IMMEDIATE RELEASE

Core & Main Elects James D. Hope to Board

ST. LOUIS, May 1, 2024—Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, announced today that James D. Hope has been appointed to its board of directors. Hope has extensive experience, having held several executive level roles in the areas of finance, sales and operations, in addition to public company board experience.

“We are very pleased to welcome Jim to our board,” said Steve LeClair, chair and CEO of Core & Main. “Jim is a proven leader who has helped create value through strategic planning and operational execution throughout his career. His deep financial expertise and leadership experience will be invaluable to Core & Main and its stakeholders.”

From 2018 until his retirement at the end of 2022, Hope served as executive vice president and chief financial officer for Performance Food Group Company (“PFG”), a leading marketer and distributor of food and food-related products across the United States. Prior to that position, Hope served as PFG’s executive vice president of operations from 2014 to 2018. Prior to joining PFG, Hope spent 26 years in various leadership roles at Sysco Corporation, most recently serving as executive vice president of business transformation. Hope brings to the board a well-rounded background, including public company accounting and reporting, mergers and acquisitions, strategic planning, and risk management and mitigation.

“It is an honor to be joining Core & Main’s board of directors. I look forward to sharing my experience in finance and capital markets, distribution and M&A to further enhance the company’s strategic vision and long-term growth opportunities,” Hope said.

Hope becomes the eighth independent director on Core & Main’s nine-member board. In addition to Hope, independent directors include Bhavani Amirthalingam, Robert Buck, James Castellano, Dennis Gipson, Orvin Kimbrough, Kathleen Mazzarella and Margaret Newman. Information about Core & Main’s board of directors, including their bios, can be found here.

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 more than 350 locations across the U.S., the company provides its customers local expertise backed by a national supply chain. Core & Main’s nearly 5,500 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

Media Relations:

Jennifer Noonan, 314-750-9670

Jennifer.Noonan@CoreandMain.com

Core & Main Elects James D. Hope to Board

XML

Cover	May 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 01, 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