CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by CDW Corporation on May 23, 2018. The filing documents corporate governance actions taken on the same date, specifically the holding of the Annual Meeting of Stockholders in Lincolnshire, Illinois, and the subsequent amendment to the Company's Certificate of Incorporation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results rather than financial performance.
Material Changes
The primary material change reported is the amendment to the Fifth Amended and Restated Certificate of Incorporation. This amendment, effective upon filing with the Delaware Secretary of State, transitions the Company to the annual election of directors.
Voting Results and Corporate Actions
- Director Elections: Stockholders elected four Class II Directors (Virginia C. Addicott, James A. Bell, Benjamin D. Chereskin, and Paul J. Finnegan) with terms expiring at the 2021 Annual Meeting. All candidates received significant majority support.
- Executive Compensation: The advisory vote on executive compensation was approved by stockholders.
- Corporate Governance Amendment: Stockholders overwhelmingly approved the proposal to amend the Certificate of Incorporation to provide for the annual election of directors.
- Auditor Ratification: Stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2018.
Outlook and Risks
The filing text does not provide management commentary, financial guidance, or specific risk factors. The document serves as a record of completed shareholder votes and legal amendments.
Key Facts for Investor Verification
- Verify the effective date of the Certificate of Amendment regarding annual director elections.
- Confirm the terms of the newly elected Class II Directors expire at the 2021 Annual Meeting.
- Note the high level of shareholder support for the annual election of directors proposal (132,875,360 votes for vs. 23,927 against).
- Confirm that Ernst & Young LLP remains the independent auditor for the fiscal year ending December 31, 2018.