CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on December 18, 2018. The filing details executive leadership transitions and amended compensation agreements effective January 1, 2019.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation terms.
Material Changes
The primary material change is the succession of leadership and the associated compensation adjustments:
- Thomas E. Richards: Transitioning from President and CEO to Executive Chairman. His base salary is set at $500,000 with a target annual bonus of $875,000 for the term ending December 31, 2019. He is ineligible for new equity grants during this term.
- Christine A. Leahy: Succeeding as President and CEO and appointed to the Board. Her annual base salary is $850,000, with a 2019 target bonus of $1,190,000 and a target long-term incentive award of $3,500,000.
- Christina M. Corley: Promoted to Chief Operating Officer. Her annual base salary is $500,000, with a 2019 target bonus of $700,000 and a target long-term incentive award of $1,800,000.
Guidance, Outlook, and Risks
The filing outlines severance benefits for Mr. Richards and Ms. Leahy upon a "qualifying termination," including continuation of base salary, bonus payments based on performance goals, and health benefits. Ms. Leahy receives specific post-termination medical plan access until Medicare eligibility. No financial guidance or market outlook is provided in this document.
Investor Verification Checklist
- Verify the effective date of the leadership transition (January 1, 2019).
- Review the full text of Exhibits 10.1 and 10.2 for complete terms of the Compensation Protection Agreements.
- Confirm the specific performance goals tied to the target bonuses for the new executive team.
- Check subsequent filings for the formal election of Ms. Leahy to the Board of Directors.