CDW Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on May 19, 2016, regarding events occurring at the Company's 2016 Annual Meeting of Stockholders held on the same date in Lincolnshire, Illinois.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on corporate governance, equity plan amendments, and voting results.
Material Changes and Corporate Actions
- Long-Term Incentive Plan Amendment: Stockholders approved an amendment to the 2013 Long-Term Incentive Plan (LTIP), increasing the total number of shares available for issuance by 3,800,000. The total authorized shares under the amended plan are now 15,500,000, subject to outstanding awards.
- Governance Changes: The Company amended its Certificate of Incorporation to adopt majority voting for uncontested elections of directors. Additionally, the Bylaws were amended to remove provisions duplicative of the Certificate of Incorporation.
- Director Elections: Five Class III Directors were elected for terms expiring at the 2019 Annual Meeting: Thomas E. Richards, Lynda M. Clarizio, Michael J. Dominguez, Robin P. Selati, and Joseph R. Swedish.
- Executive Compensation: Stockholders approved, on an advisory basis, the compensation of named executive officers and the material terms of performance measures under the 2013 Senior Management Incentive Plan.
- Auditor Ratification: Stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2016.
Outlook, Risks, and Unusual Items
2017 Annual Meeting Schedule Change: The Company announced that the 2017 Annual Meeting of Stockholders is scheduled for September 19, 2017, rather than the historical May timeframe. This change is intended to qualify for tax deductions relating to long-term compensation paid in September 2017 under a pre-IPO plan. The 2018 Annual Meeting is expected to return to the historical May timeframe.
Deadlines for Proposals: Due to the schedule change, stockholder proposals for inclusion in the 2017 proxy statement must be received by April 7, 2017. Proposals for consideration at the meeting but not for inclusion in the proxy must be received by June 21, 2017.
Investor Verification Checklist
- Verify the specific terms of the Amended 2013 LTIP in Exhibit 10.1 to understand the impact of the 3.8 million share increase on dilution.
- Review the Certificate of Amendment (Exhibit 3.1) to confirm the implementation details of majority voting for director elections.
- Confirm the new deadlines for submitting stockholder proposals for the 2017 Annual Meeting (April 7, 2017, for proxy inclusion).
- Monitor the Company's future filings to ensure the 2018 Annual Meeting reverts to the May schedule as indicated.