CDW Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on March 24, 2021. The filing addresses corporate governance changes, specifically the election of a new director and the retirement of three existing directors, effective prior to the 2021 Annual Meeting of Stockholders scheduled for May 20, 2021.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on board composition changes and does not contain financial performance data.
Material Changes
- Board Expansion and Election: On March 24, 2021, the Board increased its size from 12 to 13 directors and elected Sanjay Mehrotra to the newly created seat. Mr. Mehrotra will serve on the Nominating and Corporate Governance and Compensation Committees.
- Director Retirements: On March 25, 2021, the Company announced the immediate retirement of Steven W. Alesio, Barry K. Allen, and Benjamin D. Chereskin, effective just before the May 20, 2021 Annual Meeting.
- Board Size Reduction: Following the retirements, the Board size will decrease to 10 directors.
Management Commentary and Governance Details
Sanjay Mehrotra, 62, is the President and CEO of Micron Technology, Inc., a position he has held since May 2017. He previously co-founded SanDisk Corporation and served as its CEO until its sale to Western Digital Corp. in 2016. The Board determined Mr. Mehrotra is independent under Nasdaq listing standards. He will receive standard director fees and stock-based compensation as disclosed in the 2020 proxy statement and will enter into the Company's standard indemnification agreement. The retirements of Messrs. Alesio, Allen, and Chereskin are consistent with the Company's policy on Board term limits.
Investor Verification Checklist
- Verify the final composition of the Board of Directors following the May 20, 2021 Annual Meeting.
- Confirm the specific committee assignments for the new director, Sanjay Mehrotra.
- Review the 2020 Proxy Statement for details on director compensation packages applicable to Mr. Mehrotra.
- Monitor future filings for the election of directors to fill the vacancies left by the retiring members.