| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 24, 2024, CDW Corporation (the “Company”) and Christina M. Corley, the Company’s current Chief Commercial and Operating Officer, agreed that Ms. Corley will transition to the role of President, International and Vice Chair of the Company, effective October 25, 2024 through December 31, 2025, with responsibility for the Company’s international strategy and businesses. From January 1, 2026 through December 31, 2026 (the “Executive Advisor Term”), Ms. Corley will serve as Executive Advisor to the Company, supporting the priorities that are most critical to accelerating the Company’s growth strategy, with a particular focus in the areas of key customer and partner strategy, M&A, and leadership development and coaching. Ms. Corley is expected to retire from the Company at the end of the Executive Advisor Term.
On October 24, 2024, the Company and Ms. Corley entered into a letter agreement memorializing the terms of her continued service with the Company. While serving as President, International and Vice Chair, Ms. Corley’s compensation levels will remain unchanged. For her service as Executive Advisor, Ms. Corley’s annual base salary will be $60,000 and she will be eligible to receive a cash bonus of $500,000, payable in equal installments in June and December 2026, and a restricted stock unit award with a grant date fair value of $1,000,000, vesting on the expiration of the Executive Advisor Term, subject to her continued employment through such date. Upon any termination of Ms. Corley by the Company without cause on or after January 1, 2026, Ms. Corley will be entitled to payment in full of the cash bonus, payable within 60 days following such termination, and full vesting of the restricted stock unit award. In addition, Ms. Corley will no longer have a right to terminate employment due to Good Reason under her Compensation Protection Agreement, and as of January 1, 2026, Ms. Corley will cease to be eligible for severance benefits under her Compensation Protection Agreement other than certain continued medical plan access in the event of a termination other than for cause. The foregoing is only a summary of the material terms of the letter agreement with Ms. Corley and does not purport to be complete, and is qualified in its entirety by reference to the letter agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release on October 25, 2024 announcing the transition described in Item 5.02, which is furnished hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
