| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
CDW Corporation 2021 Long-Term Incentive Plan
At the 2021 Annual Meeting of Stockholders of CDW Corporation (the “Company”) held on May 20, 2021 (the “Annual Meeting”), the Company’s stockholders approved the CDW Corporation 2021 Long-Term Incentive Plan (the “LTIP”), which previously had been approved by the Company’s Board of Directors (the “Board”) subject to stockholder approval. The LTIP replaces the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan (the “Prior Plan”) and is largely based on the Prior Plan, but with updates to the available shares and other administrative changes. The following paragraphs provide a summary of certain terms of the LTIP.
Consistent with the Prior Plan, the purposes of the LTIP are to: (i) align the interests of the Company’s stockholders and the recipients of awards under the LTIP by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents; and (iii) motivate such persons to act in the long-term best interests of the Company and its stockholders.
Under the LTIP, the Company may grant: (i) nonqualified stock options; (ii) incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended); (iii) stock appreciation rights (“SARs”); (iv) restricted stock, restricted stock units and other stock awards (“Stock Awards”); and (v) performance awards. Subject to the terms and conditions of the LTIP, the number of shares of Company common stock authorized for grants under the Incentive Plan is 6,600,000 shares plus the number of shares that remained available for future grant under the Prior Plan as of the effectiveness of the LTIP. The LTIP’s share limit will be reduced by the aggregate number of shares of Company common stock which become subject to outstanding options, outstanding free-standing SARs, outstanding Stock Awards and outstanding performance awards denominated in shares of Company common stock.
The foregoing description of the LTIP does not purport to be complete and is qualified in its entirety by reference to the complete text of the LTIP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
CDW LLC Nonqualified Deferred Compensation Plan
On May 19, 2021, the Compensation Committee of the Board adopted the CDW LLC Nonqualified Deferred Compensation Plan (the “Plan”), effective July 1, 2021. The Plan allows a select group of management and highly compensated coworkers, including all executive officers of the Company, to elect to defer the receipt of a portion of their base salaries and bonuses, and to receive such deferred compensation in the form of a lump sum or periodic installments, as elected by the coworker. The Plan also permits CDW LLC, in its sole discretion, to credit additional amounts to the deferral accounts of some or all Plan participants.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the stockholders of the Company approved amendments to the Company’s Fifth Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to (i) eliminate the supermajority voting requirement in Article Eleven thereof and to make certain non-substantive changes and (ii) eliminate the obsolete competition and corporate opportunity provision (collectively, the “Amendments”), as further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2021. The Amendments to the Certificate of Incorporation became effective upon the filing of a Certificate of Amendment to Certificate of Incorporation (“Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 20, 2021. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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