CDW Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on August 11, 2015. The filing reports corporate governance changes effective as of August 11, 2015, specifically the appointment of a new director and the formal appointment of the principal accounting officer.
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 personnel appointments and compensation arrangements rather than financial performance.
Material Changes
- Board Expansion: The Board of Directors expanded from eleven to twelve members.
- Director Appointment: Joseph R. Swedish was appointed as a Class III director, serving on the compensation committee and the nominating and corporate governance committee.
- Executive Appointment: Neil B. Fairfield was appointed as Vice President and Controller and principal accounting officer, transitioning from his role as Acting Controller held since February 26, 2015.
Guidance, Outlook, and Compensation Details
Director Compensation (Joseph R. Swedish):
- Annual cash retainer: $75,000 (paid quarterly in arrears).
- Annual equity grant: Restricted stock units valued at $125,000 with a one-year time-based vesting schedule.
- 2015 compensation will be prorated based on board service.
Executive Compensation (Neil B. Fairfield):
- Received a 10% increase in base salary in connection with his appointment.
Risks and Contingencies: The filing states there are no arrangements or understandings regarding the appointments that would require reporting under Item 404(a) of Regulation S-K, and no family relationships exist between Mr. Fairfield and other directors or officers.
Investor Verification Checklist
- Verify the voting schedule for the re-election of Joseph R. Swedish at the 2016 annual meeting of stockholders.
- Confirm the specific vesting terms and grant date for Mr. Swedish's restricted stock units in subsequent filings.
- Review the press releases (Exhibits 99.1 and 99.2) for additional biographical details on the appointees.
- Monitor future 10-Q or 10-K filings for the impact of the new Controller on financial reporting processes.