CDW CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the 2021 Annual Meeting of Stockholders ofCDW Corporation (the "Company") held onMay 20, 2021 (the "Annual Meeting"), the Company's stockholders approved theCDW 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.
OnMay 19, 2021 , the Compensation Committee of the Board adopted theCDW LLC Nonqualified Deferred Compensation Plan (the "Plan"), effectiveJuly 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 permitsCDW 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 theSecurities and Exchange Commission onApril 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 theState of Delaware onMay 20, 2021 . A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. 2
-------------------------------------------------------------------------------- OnMay 20, 2021 , the Company also filed with the Secretary of State of theState of Delaware the Sixth Restated Certificate of Incorporation that restated and integrated, but did not further amend, the Certificate of Incorporation (as amended through the filing of the Certificate of Amendment described above). The foregoing description is qualified in its entirety by reference to the full text of the Sixth Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
OnMay 20, 2021 , the Company held 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 2022 Annual Meeting of Stockholders, subject to the election
and qualification of their successors, based on the following voting
results:
Votes Votes Broker
For Against Abstentions Non-Votes
Election of Directors
Virginia C. Addicott 124,529,147 350,717 43,945 6,212,840
James A. Bell 124,528,606 349,597 45,606 6,212,840
Lynda M. Clarizio 124,111,419 768,610 43,780 6,212,840
Paul J. Finnegan 124,106,787 770,843 46,179 6,212,840
Anthony R. Foxx 123,543,704 1,334,200 45,905 6,212,840
Christine A. Leahy 124,777,652 108,171 37,986 6,212,840
Sanjay Mehrotra 124,200,773 678,503 44,533 6,212,840
David W. Nelms 123,677,277 1,200,812 45,720 6,212,840
Joseph R. Swedish 122,661,135 2,216,737 45,937 6,212,840
Donna F. Zarcone 124,528,153 353,532 42,124 6,212,840
2. The stockholders approved, on an advisory basis, the compensation of the
Company's named executive officers, based on the following voting
results:
Votes Votes Broker
For Against Abstentions Non-Votes
Advisory Vote on Executive Compensation 118,935,874 5,934,500 53,435 6,212,840
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, 2021 , based on the following voting results:
Votes Votes
For AgainstAbstentions
Ratification of Independent Registered Public Accounting Firm 130,366,672 725,586 44,391
4. The stockholders approved the Amendment to the Company's Certificate of
Incorporation to eliminate the supermajority voting requirement in
Article Eleven and to make certain non-substantive changes, based on the
following voting results:
Votes Votes Broker
For Against Abstentions Non-Votes
Approval of the Amendment to the
Company's Certificate of Incorporation to
Eliminate the Supermajority Voting
Requirement in Article Eleven and to Make
Certain Non-Substantive Changes 124,822,326 64,204 37,279 6,212,840
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5. The stockholders approved the Amendment to the Company's Certificate of
Incorporation to eliminate obsolete competition and corporate opportunity
provision, based on the following voting results:
Votes Votes Broker
For Against Abstentions Non-Votes
Approval of the Amendment to the
Company's Certificate of Incorporation
to Eliminate Obsolete Competition and
Corporate Opportunity Provision 124,838,343 45,437 40,029 6,212,840
6. The stockholders approved the
Plan, based on the following voting results:
Votes Votes Broker
For Against Abstentions Non-Votes
Approval of the CDW Corporation 2021
Long-Term Incentive Plan 119,533,450 5,361,974 28,385 6,212,840
7. The stockholders approved the Amendment to the CDW Corporation Coworker
Stock Purchase Plan ("CSPP") to increase the number of shares of Company
common stock available for issuance under the CSPP by 800,000 shares,
based on the following voting results:
Votes Votes Broker
For Against Abstentions Non-Votes
Approval of the Amendment to the CDW
Corporation Coworker Stock Purchase Plan 124,670,204 230,448 23,157 6,212,840
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to Fifth Amended and Restated Certificate
of Incorporation of CDW Corporation
3.2 Sixth Restated Certificate of Incorporation of CDW Corporation
10.1 CDW Corporation 2021 Long-Term Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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