CDW Corporation

05/23/2022 | Press release | Distributed by Public on 05/23/2022 14:03

Submission of Matters to a Vote of Security Holders - Form 8-K

8-K

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 19, 2022

CDW CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 001-35985 26-0273989

(State or other jurisdiction of

incorporation or organization)

(Commission
File Number)

(I.R.S. Employer

Identification No.)

75 Tri-StateInternational
Lincolnshire, Illinois 		60069
(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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 19, 2022, CDW Corporation (the "Company") held the 2022 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 ten Directors with terms expiring at the Company's 2023 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

114,469,214 853,112 35,147 6,230,183

James A. Bell

114,554,059 770,390 33,024 6,230,183

Lynda M. Clarizio

114,097,991 1,227,462 32,020 6,230,183

Paul J. Finnegan

113,058,451 2,265,666 33,356 6,230,183

Anthony R. Foxx

114,144,463 1,180,233 32,777 6,230,183

Christine A. Leahy

114,724,956 600,977 31,540 6,230,183

Sanjay Mehrotra

114,519,149 805,060 33,264 6,230,183

David W. Nelms

112,712,763 2,607,870 36,840 6,230,183

Joseph R. Swedish

106,543,808 8,776,928 36,737 6,230,183

Donna F. Zarcone

113,219,082 2,102,492 35,899 6,230,183
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

108,937,400 6,375,299 44,774 6,230,183
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, 2022, based on the following voting results:

Votes

For

Votes

Against

Abstentions

Ratification of Independent Registered Public Accounting Firm

119,777,469 1,772,565 37,622
4.

The stockholders approved the stockholder proposal regarding shareholder right to act by written consent, based on the following voting results:

Votes

For

Votes

Against

Abstentions Broker
Non-Votes

Approval of the Stockholder Proposal Regarding Shareholder Right to Act by Written Consent

90,729,746 24,293,312 334,415 6,230,183

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, 2022 By:

/s/ Frederick J. Kulevich

Frederick J. Kulevich
Senior Vice President, General Counsel and Corporate Secretary