CDW Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on January 28, 2014, reporting events that occurred on January 27, 2014. The filing 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 only financial figures disclosed relate to director compensation:
- Annual Cash Retainer: $75,000 (paid quarterly in arrears, prorated for 2014).
- Annual Equity Grant: Restricted stock units valued at $125,000, subject to a one-year time-based vesting schedule.
Material Changes
The Board of Directors expanded its size from nine to ten members. David W. Nelms was appointed as a Class I director. He was immediately appointed to the Nominating and Corporate Governance Committee, with an expected future appointment to the Audit Committee. Mr. Nelms will stand for re-election at the annual meeting of stockholders on May 22, 2014.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, or management commentary regarding business operations or financial performance. No risks, contingencies, or unusual items were disclosed in this report. The appointment was made without any arrangements or understandings with other persons that would require reporting under Item 404(a) of Regulation S-K.
Key Facts for Investor Verification
- Verify the total number of board seats and the composition of the Audit Committee following the expected appointment of Mr. Nelms.
- Confirm the vesting schedule and performance conditions (if any) for the $125,000 restricted stock unit grant.
- Review the standard indemnification agreement filed as Exhibit 10.32 to the Amendment No. 2 to Form S-1.
- Note that this filing does not contain quarterly or annual financial results; refer to the most recent 10-Q or 10-K for financial metrics.