CDW (CDW) 8-K 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, 2020

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.)

75 Tri-State International 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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, 2020, the Company held its annual meeting of stockholders. 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 seven Directors with terms expiring at the Company’s 2021 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
Steven W. Alesio		122,254,605		1,791,674		63,084		6,320,717
Barry K. Allen		122,224,441		1,821,788		63,134		6,320,717
Lynda M. Clarizio		123,635,142		414,460		59,761		6,320,717
Christine A. Leahy		123,170,494		899,713		39,156		6,320,717
David W. Nelms		123,531,016		514,891		63,456		6,320,717
Joseph R. Swedish		122,510,202		1,535,856		63,305		6,320,717
Donna F. Zarcone		123,964,067		94,985		50,311		6,320,717

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		119,428,888		4,577,499		102,976		6,320,717

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, 2020, based on the following voting results:

	Votes For		Votes Against		Abstentions
Ratification of Independent Registered Public Accounting Firm		129,365,408		1,008,792		55,880

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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 22, 2020	By:	/s/ Frederick J. Kulevich
		Frederick J. Kulevich
		Senior Vice President, General Counsel and Corporate Secretary

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