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 2, 2016. The report addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on director compensation and appointment details.
Material Changes
- Board Expansion: The Board of Directors increased in size from thirteen to fourteen members.
- New Appointment: Virginia C. Albanese was appointed as a Class II director, effective March 2, 2016.
- Committee Assignments: Ms. Albanese was appointed to the Audit Committee and the Nominating and Corporate Governance Committee.
- Term: Ms. Albanese's initial term expires at the 2018 annual meeting of stockholders.
Compensation and Governance Details
Consistent with the Company's non-employee director compensation policy, Ms. Albanese's compensation package includes:
- Cash Retainer: $87,500 annually, paid quarterly in arrears (prorated for 2016).
- Equity Grant: Restricted stock units valued at $137,500 annually, subject to a one-year time-based vesting schedule.
- Indemnification: A standard indemnification agreement was executed.
The filing states there are no other arrangements or understandings regarding the appointment and no reportable transactions under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the impact of the new director on the composition and voting dynamics of the Audit and Nominating Committees.
- Confirm the vesting schedule details for the $137,500 restricted stock unit grant in subsequent filings.
- Review the attached press release (Exhibit 99.1) for additional biographical context on Ms. Albanese.