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



(b)(d) On May 18, 2021, Mr. Gary F. Colter and Mr. Randolph I. Thornton elected
to retire from the Board of Directors (the "Board") of Core-Mark Holding Company
Inc. (the "Company") and Ms. Rosemary Turner was elected to the Board as an
independent director. Ms. Turner, 60, is currently Chair of the San Francisco
Federal Reserve Board of Directors, where she has served as a member since 2016,
and has been a Senior Advisor to Oaktree Transportation Infrastructure Fund
since 2020. Ms. Turner held a variety of leadership positions during a 40-year
career with UPS, including as president of the Nebraska / North and South
Dakota, Southern California and Chesapeake regions, before she retired in 2019
from her role as President of the Northern California region. She also currently
serves on the boards of directors of TFI International (NYSE: TFII), The Bouqs,
and SCAN Health Plan, a non-profit medical advantage organization, where she is
chair of the audit and compliance committee. Ms. Turner has a bachelor's degree
in Accounting from Loyola Marymount University. She served as a member of Loyola
Marymount University's Board of Trustees from 2014 until 2021. Ms. Turner was
nominated to serve on the Board of Core-Mark based on her rich experience with
logistics and distribution and for her financial, accounting and governance
expertise.

Ms. Turner will receive the Company's standard non-employee director
compensation package, which includes an annual retainer of $80,000 and a grant
of restricted stock units under the Company's 2019 Long-Term Incentive Plan
(having a value on the date of grant of approximately $100,000). The RSU award
fully vests on February 1, 2022.
Item 5.07.  Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting was held on May 18, 2021.



(b) Of the 45,163,705 shares of common stock outstanding and entitled to vote,
41,473,435 shares, or 91.8%, were represented at the Annual Meeting. During the
Annual Meeting, the stockholders voted on the following matters:

Proposal 1 - Election of Directors

• Duly elected the following eight individuals to the Board to serve as directors until the 2022 Annual Meeting of Stockholders or until their successors have been duly elected and qualified:


                                                                                          Broker
                                 Votes For          Votes Against        Abstain       Non-Votes(1)
     Stuart W. Booth           39,495,856          1,189,287            4,322          783,970
     Rocky Dewbre              40,499,819            185,324            4,322          783,970
     Laura Flanagan            40,037,572            647,697            4,196          783,970
     Robert G. Gross           40,302,735            382,257            4,473          783,970
     Scott E. McPherson        40,131,460            552,681            5,324          783,970
     Diane Randolph            40,119,246            566,174            4,045          783,970
     Harvey L. Tepner          39,736,848            948,295            4,322          783,970
     Rosemary Turner           40,473,786            211,633            4,046          783,970

Proposal 2 - Advisory Resolution to Approve Named Executive Compensation

• Duly approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in our Proxy Statement as filed with the Securities and Exchange Commission on April 5, 2021.


                                                                                                                                Broker
                                       Votes For                   Votes Against                   Abstain                   Non-Votes(1)
Advisory approval of
executive compensation                  40,110,959                      571,717                        6,789                     783,970







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Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm



•   Duly ratified Deloitte & Touche LLP to serve as the Company's Independent
Registered Public Accounting Firm for the fiscal year ending December 31, 2021.
                                                                                            Broker
                                   Votes For          Votes Against        Abstain       Non-Votes(1)
    Deloitte & Touche LLP        40,986,356            484,277            2,802                -

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(1) A non-vote occurs when brokers or nominees have voted on some of the matters
to be acted on at a meeting, but do not vote on certain other matters because,
under the applicable rules, they are not allowed to vote on those other matters
without instructions from the beneficial owner of the shares. Broker non-votes
are counted when determining whether the necessary quorum of stockholders is
present or represented at each annual meeting, but have no effect on the outcome
of the vote for the election of directors.

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