CDW Corporation Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by CDW Corporation on March 25, 2015. The filing reports a corporate governance event regarding the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on director appointments and compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors expanded from ten to eleven members.
- New Appointment: James A. Bell was appointed as a Class II director.
- Committee Assignments: The Board expects to appoint Mr. Bell to the Nominating and Corporate Governance Committee and the Audit Committee later in the year.
- Compensation Structure: Mr. Bell will receive an annual cash retainer of $75,000 (paid quarterly in arrears) and an annual equity grant of restricted stock units valued at $125,000, subject to a one-year vesting schedule. These amounts are prorated for 2015 based on board service.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business performance. No specific risks or contingencies are disclosed in this report other than the standard indemnification agreement entered into with the new director.
Key Facts for Investor Verification
- James A. Bell's initial term expires at the annual meeting of stockholders on May 13, 2015.
- Total annual compensation package for the new director is valued at $200,000 ($75,000 cash + $125,000 equity).
- Mr. Bell has no undisclosed arrangements or transactions with the Company requiring reporting under Item 404(a) of Regulation S-K.