Core Mark : 2021 Core-Mark Proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a party other than the Registrant o

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material under Rule14a-12

Core-Mark Holding Company, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required

• Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
• 1. Title of each class of securities to which transaction applies:
  2. Aggregate number of securities to which transaction applies:
  3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  4. Proposed maximum aggregate value of transaction:
  5. Total fee paid:

Core-Mark Holding Company, Inc.

1500 Solana Blvd., Suite 3400

Westlake, Texas 76262

www.Core-Mark.com

April 5, 2021

Dear Fellow Stockholders:

The Board of Directors of Core-Mark Holding Company, Inc. ("Core-Mark") invites you to attend Core-Mark's 2021 Annual Meeting of Stockholders (the "Annual Meeting") at 10:00 a.m. CDT on May 18, 2021. Due to the public health impact of the coronavirus pandemic ("COVID-19") and to support the health and well-being of our stockholders, business partners, employees and Board of Directors, the Annual Meeting will be a completely virtual meeting, conducted only as an online live interactive audio webcast. Please note there will not be a physical meeting for the Annual Meeting. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CORE2021 and following the instructions on your proxy card.

The Notice of Annual Meeting and Proxy Statement describe the matters to be acted upon at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote so that your shares will be represented and voted at the Annual Meeting. You may vote by telephone, over the internet, by completing and mailing the enclosed proxy card in the return envelope provided or by attending the online Annual Meeting. If you do not vote by mail, telephone or via the internet prior to the Annual Meeting, you still may attend the online Annual Meeting and vote.

Thank you for your continued support of Core-Mark.

Sincerely,

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

________________

Core-Mark Holding Company, Inc.

1500 Solana Blvd., Suite 3400

Westlake, Texas 76262

April 5, 2021

The 2021 Annual Meeting of Stockholders of Core-Mark Holding Company, Inc. ("Core-Mark") will be held as follows:

In addition, we will consider the transaction of such other business that may properly come before the Annual Meeting. Shares represented by properly executed proxies that are hereby solicited by the Board of Directors of Core-Mark will be voted in accordance with the instructions specified therein. Shares represented by proxies that are not limited to the contrary will be voted in favor of the election as directors of the persons nominated in the accompanying Proxy Statement (Proposal 1) and in favor of Proposals 2 and 3.

Stockholders of record at the close of business on March 22, 2021 are entitled to vote at the Annual Meeting.

By order of the Board of Directors,

David J. Lawrence

Vice President - Finance & Investor Relations and Secretary

It is important that your shares be represented and voted, whether or not you plan to attend the Annual Meeting.

YOU CAN CAST YOUR VOTE BY ANY OF THE FOLLOWING METHODS:

1. BY USING THE INTERNET:

You may vote via the internet at www.proxyvote.com.

2. BY TELEPHONE:

You may vote by telephone by calling 1-800-690-6903.

3. BY MAIL:

You may request a paper copy of the 2020 Annual Report and 2021 proxy materials by following the instructions on the notice mailed to you on April 5, 2021 (the "Notice of Internet Availability of Proxy Materials") and promptly return your signed and dated proxy/voting instruction card in the envelope provided.

4. ONLINE DURING THE MEETING:

You may attend online during the Annual Meeting through the link www.virtualshareholdermeeting.com/ CORE2021. The 16-digit control number provided on your Notice or proxy card is necessary to access this site. The Annual Meeting will begin at 10:00 a.m. CDT (with login beginning at 9:45 a.m. CDT) on May 18, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2021

As outlined on the Notice of Internet Availability of Proxy Materials, the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are available on the internet at http://www.proxyvote.com.