CDW 8K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2024

_______________________________

CDW CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

Delaware

001-35985

26-0273989

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

200 N. Milwaukee Avenue

Vernon Hills, Illinois

60061

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (847) 465-6000

None

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	CDW	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07			Submission of Matters to a Vote of Security Holders.

On May 21, 2024, CDW Corporation (the “Company”) held the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below.


			1.			The stockholders elected the eleven directors listed below with terms expiring at the Company’s 2025 Annual Meeting of Stockholders, subject to the election and qualification of their successors, based on the following voting results:



	Votes For		Votes Against		Abstentions		Broker Non-Votes
Election of Directors
Virginia C. Addicott		117,381,893		159,748		62,661		5,694,064
James A. Bell		116,449,581		1,090,443		64,278		5,694,064
Lynda M. Clarizio		115,764,363		1,776,236		63,703		5,694,064
Anthony R. Foxx		116,367,257		1,173,153		63,892		5,694,064
Kelly J. Grier		117,467,407		73,495		63,400		5,694,064
Marc E. Jones		117,479,337		60,202		64,763		5,694,064
Christine A. Leahy		113,222,944		3,899,539		481,819		5,694,064
Sanjay Mehrotra		114,660,324		2,881,132		62,846		5,694,064
David W. Nelms		116,393,356		1,143,717		67,229		5,694,064
Joseph R. Swedish		116,330,971		1,178,907		94,424		5,694,064
Donna F. Zarcone		115,125,970		2,401,892		76,440		5,694,064


			2.			The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following voting results:



	Votes For	Votes Against	Abstentions	Broker Non-Votes
Advisory Vote on Executive Compensation	107,035,024	10,497,841	71,437	5,694,064


			3.			The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, based on the following voting results:



	Votes For	Votes Against	Abstentions
Ratification of Independent Registered Public Accounting Firm	121,349,128	1,895,765	53,473


			4.			The stockholders did not approve a stockholder proposal regarding political spending disclosure, based on the following voting results:



	Votes For	Votes Against	Abstentions	Broker Non-Votes
Stockholder Proposal Regarding Political Spending Disclosure	12,399,293	104,679,610	525,399	5,694,064

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CDW CORPORATION

Date:

May 23, 2024

By:

/s/ Frederick J. Kulevich

Frederick J. Kulevich

Senior Vice President, General Counsel and Corporate Secretary

CDW (CDW) 8-KSubmission of Matters to a Vote of Security Holders