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 CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________

Delaware |  | 001-35985 |  | 26-0273989
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)
200 N. Milwaukee Avenue |  |  |  |
Vernon Hills, Illinois |  |  |  | 60061
(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 (§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 5.07 | 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 For |  |  | Votes Against |  |  | Abstentions |  |  | Broker 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 For |  | Votes Against |  | Abstentions |  | Broker 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 For |  | Votes Against |  | Abstentions
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 For |  | Votes Against |  | Abstentions |  | Broker 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