CDW Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CDW
Retail: Computer Software & Peripheral Equipment
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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, 2026
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (847) 465-6000
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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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
On May 21, 2026, CDW Corporation (the “Company”) held the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to permit stockholder action by written consent (the “Amendment”), as further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2026. The Amendment to the Certificate of Incorporation became effective upon the filing of the Eighth 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 22, 2026. The foregoing summary of the Amendment 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 Amendment, the Company’s Board of Directors (the “Board”) adopted Amended and Restated Bylaws of the Company (as amended, the “Bylaws”) that clarify that stockholders may act by written consent only to the extent, and subject to the terms and conditions, set forth in the Amended and Restated Certificate of Incorporation, which also became effective on May 22, 2026. The foregoing summary of 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.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below.
Proposal 1 — Election of Directors: The stockholders elected the nine directors listed below with terms expiring at the Company’s 2027 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 | |||||||||||||||||||||||
Name of Nominee | ||||||||||||||||||||||||||
Virginia C. Addicott | 111,342,104 | 1,437,734 | 1,612,271 | 6,520,683 | ||||||||||||||||||||||
James A. Bell | 110,869,434 | 3,448,760 | 73,915 | 6,520,683 | ||||||||||||||||||||||
Lynda M. Clarizio | 112,671,059 | 1,658,785 | 62,265 | 6,520,683 | ||||||||||||||||||||||
Anthony R. Foxx | 113,870,605 | 447,996 | 73,508 | 6,520,683 | ||||||||||||||||||||||
Kelly J. Grier | 113,077,672 | 1,242,663 | 71,774 | 6,520,683 | ||||||||||||||||||||||
Marc E. Jones | 113,923,298 | 394,648 | 74,163 | 6,520,683 | ||||||||||||||||||||||
Christine A. Leahy | 109,520,767 | 4,444,194 | 427,148 | 6,520,683 | ||||||||||||||||||||||
David W. Nelms | 109,642,855 | 4,687,761 | 61,493 | 6,520,683 | ||||||||||||||||||||||
Joseph R. Swedish | 112,612,408 | 1,707,585 | 72,116 | 6,520,683 | ||||||||||||||||||||||
Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation: 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 | |||||||||||||||||
| 104,077,745 | 10,143,765 | 170,599 | 6,520,683 | |||||||||||||||||
Proposal 3 — Ratification of Selection of Independent Registered Public Accounting Firm: The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, based on the following voting results: | ||
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 118,479,884 | 2,338,014 | 94,894 | 0 | |||||||||||||||||
Proposal 4 — Approval of the Amendment to the Company’s Certificate of Incorporation to Permit Stockholder Action by Written Consent: The stockholders approved the amendment to the Company’s Certificate of Incorporation to permit stockholder action by written consent, based on the following voting results: | ||
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 112,805,919 | 1,493,062 | 93,128 | 6,520,683 | |||||||||||||||||
Proposal 5 – Stockholder Proposal Regarding Independent Board Chair Requirements: The stockholders did not approve a stockholder proposal regarding independent board chair requirements, based on the following voting results: | ||
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 48,696,005 | 65,473,510 | 222,594 | 6,520,683 | |||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 26, 2026 | By: | /s/ Frederick J. Kulevich | |||||||||||
| Frederick J. Kulevich | ||||||||||||||
| Chief Legal Officer, Executive Vice President, Risk and Compliance, and Corporate Secretary | ||||||||||||||