Core & Main, Inc 8-K, filed Apr 20, 2022
Core & Main, Inc. (CNM)
8-K
2022-04-20
For: 2022-04-20
View Original
Added on
April 07, 2026
About this 8-K
Core & Main, Inc filed this 8-K on April 20, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2022
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number | (IRS Employer Identification No.) | ||||||
| (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)
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
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 April 20, 2022, the Board of Directors (the “Board”) of Core & Main, Inc. (the “Company”) approved an increase in the size of the Board to eleven directors effective as of April 20, 2022, and Bhavani Amirthalingam was elected to the Board as a Class II director in accordance with the Company’s amended and restated certificate of incorporation, effective as of April 20, 2022, to fill the vacancy on the Board created by the increase in Board size. Ms. Amirthalingam was also appointed as a member of the Audit Committee of the Board. Ms. Amirthalingam will hold office until the 2023 annual general meeting of stockholders or until removed from office in accordance with the Company’s amended and restated certificate of incorporation. There was no arrangement or understanding between Ms. Amirthalingam and any other person pursuant to which she was selected as a director.
Ms. Amirthalingam currently serves as the SVP, Chief Digital Information Officer of Ameren, a position she has held since March 2018. From January 2015 to February 2018, Ms. Amirthalingam served as the Chief Information Officer of Schneider Electric. Her previous experience includes 15 years at World Wide Technology as Chief Information Officer and VP, Customer Solutions & Innovation. Ms. Amirthalingam holds a B.S. in Computer Science from University of Madras and an M.B.A. from SP Jain Institute of Management & Research.
In connection with her election to the Board, Ms. Amirthalingam will receive a pro rata portion of the standard annual compensation for service on the Board and the Audit Committee. Standard compensation for service on the Board is equal to $190,000, to be paid in $120,000 of restricted stock units of the Company to be issued under the Company’s 2021 Omnibus Equity Incentive Plan and $70,000 in cash, plus as additional $10,000 in cash for service on the Audit Committee. In addition, the Company will enter into an indemnification agreement with Ms. Amirthalingam pursuant to which the Company is required to indemnify Ms. Amirthalingam against certain liability which may arise by reason of her status or service as a director and to advance expenses to her, subject to reimbursement if it is determined that she is not entitled to indemnification. The form of such indemnification has been filed as Exhibit 10.9 to the Company’s Form 10-K, filed with the Securities and Exchange Commission on March 30, 2022.
Item 8.01 Other Events.
On April 20, 2022, the Company issued a press release announcing the appointment of Ms. Amirthalingam 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 | ||||||||
| 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/ Stephen O. LeClair | |||||||
| Name: | Stephen O. LeClair | |||||||
| Title: | Chief Executive Officer | |||||||
Date: April 20, 2022
News Release FOR IMMEDIATE RELEASE Core & Main Elects Bhavani Amirthalingam to Board ST. LOUIS, April 20, 2022—Core & Main, Inc.(NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage, fire protection products and related services, has elected Bhavani Amirthalingam to its board of directors. Amirthalingam serves as the senior vice president and chief digital information officer for Ameren Corporation, driving digital strategy and transformation to deliver a differentiated customer and co-worker experience, leveraging emerging technologies to enable the grid of the future while driving operational excellence at scale. “Bhavani has effectively established a reputation for herself as an industry leader with a vast and impressive track record that spans global manufacturers, tech giants and utility companies,” said Jim Berges, chairman of the board of directors of Core & Main, partner in private investment firm Clayton, Dubilier & Rice, and former vice chairman and president of Emerson Electric Co. “Her experience in guiding transformative customer-centric innovation is a tremendous asset to this board of directors.” “Bhavani is the kind of visionary any board would be honored to have,” said Steve LeClair, chief executive officer of Core & Main. “Her work in the information technology and digital sector is second to none. We look forward to the innovative and transformative energy she will bring to our mission and vision as a company.” Prior to joining Ameren in 2018, Amirthalingam spent her previous 23 years in the industry with Schneider Electric and World Wide Technology. She earned her bachelor’s degree in computer science from the University of Madras, an MBA from the S.P. Jain Institute of Management & Research and pursued extended learning opportunities through Harvard Business School among others. Amirthalingam serves as a member of the Forbes Technology Council and chair of the Electric Power Research Institute (EPRI) Artificial Intelligence (AI) Committee. She is also a member of World 50, a private community for CEOs and other C-level executives at globally-respected organizations to discover better ideas, share valuable experiences and build relationships that make a lasting impact. In addition to her new work on the Core & Main board of directors, Amirthalingam also serves on the boards of the St. Louis Symphony Orchestra and St. Louis Ballet Company. “As someone who has built the foundation of their career on large scale customer-centric transformation and growth, I could not have joined Core & Main’s board of directors at a better time. They are looking ahead to the future of waterworks and fire protection infrastructure, and I am honored to be a part of that conversation,” said Amirthalingam. Amirthalingam becomes the sixth independent director on Core & Main’s 11-member board. In addition to Amirthalingam, independent directors include Jim Castellano, Dennis Gipson, Orv Kimbrough, Kathy Mazzarella and Meg Newman. About Core & Main Based in St. Louis, Core & Main is a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets nationwide. With approximately 300 locations, the company provides its customers local expertise backed by a national supply chain. Core & Main’s 4,100 associates are committed to helping their communities thrive with safe and sustainable infrastructure. Visit coreandmain.com to learn more.
Core & Main Proprietary & Confidential Contacts Investor Relations: Robyn Bradbury, 314-995-9116 InvestorRelations@CoreandMain.com Media Relations: Jennifer Noonan, 314-750-9670 Jennifer.Noonan@CoreandMain.com