CDW Corporation Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by CDW Corporation on December 15, 2015. The filing reports a corporate governance event: 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. This report focuses exclusively on personnel and governance changes rather than financial performance.
Material Changes
- Board Expansion: The Board of Directors increased its size from twelve to thirteen members.
- New Appointment: Lynda M. Clarizio was appointed as a Class III director.
- Committee Assignments: Ms. Clarizio was appointed to the Compensation Committee and the Nominating and Corporate Governance Committee.
- Term: Ms. Clarizio's initial term expires at the 2016 annual meeting of stockholders.
Compensation and Governance Details
Consistent with the Company's non-employee director compensation policy, Ms. Clarizio's compensation package includes:
- Cash Retainer: $75,000 annually, paid quarterly in arrears.
- Equity Grant: Restricted stock units valued at $125,000 annually, subject to a one-year time-based vesting schedule.
- Proration: Both cash and equity components are prorated for 2015 based on the duration of board service.
- Indemnification: A standard indemnification agreement was executed.
The filing states there are no other arrangements or transactions between Ms. Clarizio and the Company requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the effective date of the board expansion and Ms. Clarizio's first day of service.
- Confirm the specific vesting schedule details for the restricted stock units in the definitive agreement.
- Review the attached press release (Exhibit 99.1) for additional biographical information on the new director.
- Check subsequent filings to confirm Ms. Clarizio's re-election status at the 2016 annual meeting.