CORE & MAIN INC CLASS A (CNM)
Sector: Industrials
2026 Annual Meeting Analysis
CORE & MAIN INC CLASS A · Meeting: June 23, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors
Ms. Amirthalingam has served since April 2022 (within the strong-positive TSR tier); CNM's 3-year return of +87% trails the peer group median by only +0.6 percentage points, far below the 65-point threshold required to trigger a vote against, and she meets all other policy screens including independence, audit committee membership, and meeting attendance.
Mr. Kimbrough has served since July 2021; CNM's 3-year TSR of +87% versus the peer median gap of +0.6 percentage points does not come close to the 65-point underperformance threshold, he is independent, serves appropriately on audit and nominating committees, and attended at least 75% of meetings.
Ms. Newman has served since July 2021; the same TSR analysis applies — CNM outperformed its peer median over the 3-year window, no TSR trigger fires, she is independent, brings relevant human resources and talent management experience, and met the attendance threshold.
All three Class II director nominees — Amirthalingam, Kimbrough, and Newman — receive a FOR vote. CNM's 3-year total shareholder return of +87% exceeds the peer group median by +0.6 percentage points, which is far below the 65-percentage-point underperformance threshold applicable to companies with strong positive absolute returns. No overboarding, independence, attendance, or familial-relationship flags were identified for any nominee.
Say on Pay
✓ FORCEO
Mark R. Witkowski
Total Comp
$9,327,106
Prior Support
90%%
CEO Mark Witkowski's total reported compensation of $9.33 million reflects a significant step-up driven by his promotion from CFO to CEO mid-year, a special one-time performance stock award tied to measurable 2028 revenue and EBITDA targets, and transition-related equity grants — circumstances that explain the year-over-year increase rather than routine pay inflation. The short-term bonus paid out at only 19% of target (the minimum threshold level), which shows the incentive plan responded appropriately to below-target financial results, demonstrating genuine pay-for-performance alignment. The prior year's say-on-pay vote received 90% shareholder support, the company has a meaningful clawback policy in place, and CNM's 3-year total shareholder return of +87% is essentially in line with the peer group median, so no pay-for-performance misalignment concern is triggered.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,943,724
Non-Audit Fees
$675,450
Non-audit fees (audit-related fees of $60,000 plus tax fees of $615,450, totaling $675,450) represent approximately 35% of audit fees of $1,943,724, which is well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm fully appropriate for a company of CNM's size; auditor tenure was not disclosed in the proxy so the tenure trigger cannot fire; and no material financial restatements were identified.
Overall Assessment
The 2026 Core & Main annual meeting presents three standard proposals: election of three independent Class II directors, ratification of PwC as auditor, and an advisory say-on-pay vote. All three proposals receive a FOR vote — the director slate shows no TSR underperformance, overboarding, or independence concerns; the auditor fee structure is clean with non-audit fees well below the independence threshold; and executive pay, while elevated due to a CEO transition and one-time performance awards tied to long-term targets, reflects appropriate pay-for-performance design with a short-term bonus that paid out at only 19% of target.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing