DEF: Core & Main Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Core & Main announces its 2025 annual shareholder meeting to be held virtually on June 24, 2025, featuring proposals for director elections, auditor ratification, and executive compensation approval.

Summary

• Core & Main will hold its annual shareholder meeting virtually on June 24, 2025.
• Shareholders as of April 28, 2025, are eligible to vote.
• The meeting will address the election of three Class I directors, ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending February 1, 2026, and an advisory vote on executive compensation.
• The Board recommends voting for all director nominees, ratifying the auditor appointment, and approving executive compensation.
• In fiscal year 2024, Core & Main achieved record net sales of over $7.4 billion, net income of $434 million, and adjusted EBITDA of $930 million.
• The company deployed approximately $176 million to repurchase 4 million shares of Class A common stock and $741 million to acquire ten new companies.
• Total shareholder return for the year was 39%.
• An executive leadership transition was completed on March 31, 2025, with Mark R. Witkowski appointed as CEO and Robyn L. Bradbury as CFO.
• Stephen O. LeClair transitioned to Executive Chair of the Company.
• The Board increased its size from nine to ten directors and reclassified Mr. LeClair from a Class I director to a Class II director.
• Eight of the ten directors are independent.
• The company has stock ownership guidelines in place for its CEO, other Section 16 officers, and independent directors.
• The Dodd-Frank Clawback Policy allows for the recovery of certain excess incentive-based compensation in the event of an accounting restatement.
• The company remains dedicated to sustainability and complying with climate-related disclosure requirements.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook with strong financial results, strategic acquisitions, and a focus on shareholder value. However, the failure to meet MICP Adjusted EBITDA targets and the resulting lower payout percentage temper the overall sentiment.

Positives

• Core & Main achieved record net sales of over $7.4 billion in fiscal 2024.
• The company reported a net income of $434 million and adjusted EBITDA of $930 million.
• Core & Main repurchased 4 million shares of Class A common stock and acquired ten new companies.
• Total shareholder return for the year was 39%.
• The company has a Dodd-Frank Clawback Policy in place.

Negatives

• The MICP Adjusted EBITDA actual performance was $922 million, below the target of $980 million.
• The actual payout percentage of the MICP was 53%, significantly below the target of 100%.

Risks

• The document mentions the need to navigate a dynamic environment to deliver strong financial performance.
• The company's future performance is contingent upon generating sufficient future taxable income during the term of the applicable Tax Receivable Agreements and future changes in tax laws.
• The timing and authorization of a potential future mandatory exchange of Partnership Interests are at the discretion of the Board of Directors of Core & Main.

Future Outlook

The company aims to drive value for shareholders through geographic expansion, product line expansion, and local share gains, while also improving profitability and generating strong operating cash flow, complemented by strategic acquisitions.

Management Comments

• We've proven that we can drive value for shareholders by executing our strategy to deliver growth through geographic expansion, product line expansion and local share gains, while also improving profitability, generating strong operating cash flow, and then complementing it all with strategic acquisitions.

Industry Context

The document highlights Core & Main's performance within the context of the industrial distribution industry, referencing peer companies for compensation benchmarking and comparing total shareholder return to the S&P 400 Industrials Index.

Comparison to Industry Standards

• The Talent and Compensation Committee uses a peer group of companies including Applied Industrial Technologies, Beacon Roofing Supply, Builders FirstSource, Fastenal Company, GMS Inc., Hillman Solutions Corp., Installed Building Products, MSC Industrial Direct, Pool Corporation, SiteOne Landscape Supply, TopBuild Corp, W.W. Grainger, Watsco, and WESCO International to benchmark executive compensation.
• The company compares its total shareholder return to the S&P 400 Industrials Index.

Management Changes

Corporate Governance

Related Party Transactions

• The company is party to an Exchange Agreement with the Continuing Limited Partners, under which the Continuing Limited Partners have the right to exchange their Partnership Interests for shares of Class A common stock or for cash in limited circumstances.
• The company is a party to tax receivable agreements with the Former Limited Partners and the Continuing Limited Partners, under which the company expects to generate tax attributes that will reduce amounts that it would otherwise pay in the future to various tax authorities.
• Core & Main holds Partnership Interests in Holdings and is the general partner of Holdings.
• The company is party to indemnification agreements with its directors and certain employees.

Stakeholder Impact

• Shareholders are encouraged to participate in the annual meeting and vote on key proposals.
• The company's performance and governance practices impact the value of shareholder investments.
• Executive compensation is designed to align the interests of executives with those of shareholders.
• The company's commitment to sustainability and ethical conduct affects its reputation and relationships with stakeholders.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board and its committees will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
• The company will continue to engage in dialogue with its shareholders in the future.

Key Dates

Keywords

shareholder meeting, proxy statement, executive compensation, board of directors, financial performance, Core & Main, directors, governance, audit