Vernon Hills
Illinois
0001402057
False
May 21, 2024
0001402057
2024-05-21
2024-05-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 21, 2024
_______________________________
CDW CORP
ORATION
(Exact name of registrant as specified in its charter)
_______________________________
Delaware 001-35985 26-0273989
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
200 N. Milwaukee Avenue
Vernon Hills 60061
,
Illinois
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(847)
465-6000
None
(Former name or former address, if changed since last report)
_______________________________
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share CDW Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2024, CDW Corporation (the "Company") held the 2024 Annual Meeting
of Stockholders (the "Annual Meeting"). The final voting results for each of
the matters submitted to a stockholder vote at the Annual Meeting are set
forth below.
1. The stockholders elected the eleven directors listed below with terms expiring at the Company's 2025 Annual Meeting of
Stockholders, subject to the election and qualification of their successors, based on the following voting results:
Votes Votes Abstentions Broker
For Against Non-Votes
Election of Directors
Virginia C. Addicott 117,381,893 159,748 62,661 5,694,064
James A. Bell 116,449,581 1,090,443 64,278 5,694,064
Lynda M. Clarizio 115,764,363 1,776,236 63,703 5,694,064
Anthony R. Foxx 116,367,257 1,173,153 63,892 5,694,064
Kelly J. Grier 117,467,407 73,495 63,400 5,694,064
Marc E. Jones 117,479,337 60,202 64,763 5,694,064
Christine A. Leahy 113,222,944 3,899,539 481,819 5,694,064
Sanjay Mehrotra 114,660,324 2,881,132 62,846 5,694,064
David W. Nelms 116,393,356 1,143,717 67,229 5,694,064
Joseph R. Swedish 116,330,971 1,178,907 94,424 5,694,064
Donna F. Zarcone 115,125,970 2,401,892 76,440 5,694,064
2. The stockholders approved, on an advisory basis, the compensation of the
Company's named executive officers, based on the following voting results:
Votes Votes Abstentions Broker
For Against Non-Votes
Advisory Vote on Executive Compensation 107,035,024 10,497,841 71,437 5,694,064
3. The stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered
public accounting firm for the year ending December 31, 2024, based on the following voting results:
Votes Votes Abstentions
For Against
Ratification of Independent Registered Public Accounting Firm 121,349,128 1,895,765 53,473
4. The stockholders did not approve a stockholder proposal regarding
political spending disclosure, based on the following voting results:
Votes Votes Abstentions Broker
For Against Non-Votes
Stockholder Proposal Regarding Political Spending Disclosure 12,399,293 104,679,610 525,399 5,694,064
-------------------------------------------------------------------------------
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.
CDW CORPORATION
Date: May 23, 2024 By: /s/ Frederick J. Kulevich
Frederick J. Kulevich
Senior Vice President, General Counsel and Corporate Secretary
{graphic omitted}
{graphic omitted}
{graphic omitted}