CDW 8-K 2023-05-18

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 18, 2023

CDW CORPORATION

(Exact name of registrant as specified in its charter)

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:

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

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. ☐

On May 18, 2023, CDW Corporation (the “Company”) held the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved amendments to the Company’s Sixth Restated Certificate of Incorporation (the “Certificate of Incorporation”) (i) to allow stockholders the right to call special meetings (the “Special Meeting Right Amendment”) and (ii) to reflect new Delaware law provisions regarding officer exculpation (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 7, 2023. The Amendments to the Certificate of Incorporation became effective upon the filing of the Seventh Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware on May 18, 2023. The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In connection with the stockholders of the Company approving the Special Meeting Right Amendment, the Company’s Board of Directors (the “Board”) adopted Amended and Restated Bylaws (as amended, the “Bylaws”) that specify the procedures for stockholder-requested special meetings, which also became effective on May 18, 2023. The Bylaws require the Company to call a special meeting of its stockholders at the request of stockholders representing at least 25% of the voting power of all outstanding shares of the Company’s common stock. The proponent for the special meeting request and such proponent’s affiliates must have continuously held the shares included in meeting the 25% ownership for at least one year prior to the date of the special meeting request. The right to call a special meeting is subject to specified information, timing and other requirements intended to ensure that stockholders receive adequate information in connection with a special meeting, to improve transparency and to avoid unnecessary waste of resources that would result from holding multiple stockholder meetings in a short time period. The foregoing summary of the amendments effected by the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are attached hereto as Exhibit 3.2 hereto and are incorporated herein by reference.

The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting held on May 18, 2023 are set forth below.

In accordance with the recommendation of the Board and based on the results of the stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the Company’s named executive officers as reported above, the Board has determined that the Company will hold a stockholder advisory vote to approve the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the Company’s named executive officers.

(d) Exhibits

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.