CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report, dated June 30, 2011, discloses significant executive leadership changes at CDW Corporation. The report details the planned retirement of the Chief Executive Officer and the appointment of a successor, effective October 1, 2011.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- CEO Retirement: John A. Edwardson will retire as CEO effective October 1, 2011, but will continue to serve as Chairman of the Board.
- CEO Appointment: Thomas E. Richards, currently President and Chief Operating Officer, was elected to succeed Mr. Edwardson as CEO effective October 1, 2011.
- Compensation Adjustments:
- Mr. Edwardson's base salary as Chairman will be reduced in stages from $825,000 (Oct 2011-Mar 2012) to $206,250 (Oct 2012-Dec 2012).
- Mr. Richards' annual base salary will increase from $700,000 to $775,000 effective October 1, 2011.
Outlook, Risks, and Unusual Items
Succession Planning: The changes are described as consistent with CDW's succession planning process. Mr. Richards brings prior executive experience from Qwest Communications, Clear Communications Corporation, and Ameritech Corporation.
Contractual Terms:
- Mr. Edwardson's amended employment agreement runs through December 31, 2012, with extended non-competition covenants through December 31, 2016.
- Mr. Edwardson's unvested Class B Common Units will continue to vest through 2014 subject to specific covenants, even after his employment ends in 2012.
- Mr. Richards' annual bonus target remains at 150% of his base salary through December 31, 2012.
Investor Verification Checklist
- Verify the exact effective date of the leadership transition (October 1, 2011).
- Review the attached Amended Employment Agreement (Exhibit 10.1) for full details on Mr. Edwardson's severance and benefit continuation.
- Review the Amended Compensation Protection Agreement (Exhibit 10.3) for Mr. Richards' full compensation structure post-transition.
- Confirm the vesting schedule for Mr. Edwardson's Class B Units as detailed in the modification letter (Exhibit 10.2).