CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on May 22, 2014. The filing reports two primary events: the entry into a material definitive agreement regarding a secondary public offering of common stock and the results of the annual meeting of stockholders held on the same date.
Key Financial Metrics
The filing details a secondary offering of 15,000,000 shares of common stock at a public offering price of $28.35 per share. An option was granted to the underwriter to purchase up to an additional 2,250,000 shares. The closing of the offering occurred on May 28, 2014. The filing explicitly states that the Company did not receive any proceeds from the sale of these shares, as they were sold by Selling Stockholders. This document does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics for the company.
Material Changes
The primary material change reported is the execution of an underwriting agreement with Barclays Capital Inc. for the sale of shares by existing stockholders. Additionally, the company reported the final voting results from its annual meeting, including the election of four Class I Directors and the ratification of Ernst & Young LLP as the independent registered public accounting firm.
Guidance, Outlook, and Management Commentary
This filing does not contain financial guidance, outlook, or management commentary regarding future business performance. Regarding governance, the Board of Directors determined, based on the advisory vote results, that the company will hold a stockholder advisory vote on named executive officer compensation on an annual basis until the next required frequency vote expected in 2020.
Investor Verification Checklist
- Verify that the 15,000,000 shares sold were from Selling Stockholders and did not generate proceeds for CDW Corporation.
- Confirm the election results for the four Class I Directors: Steven W. Alesio, Barry K. Allen, David W. Nelms, and Donna F. Zarcone.
- Note the high level of shareholder support for the ratification of Ernst & Young LLP (163,956,735 votes for vs. 161,035 against).
- Review the Underwriting Agreement (Exhibit 1.1) for details on the 30-day option to purchase an additional 2,250,000 shares.
- Confirm the decision to conduct annual advisory votes on executive compensation through 2020.