8-K

 

 

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): September 19, 2017

 

 

CDW CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35985   26-0273989

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

75 Tri-State International

Lincolnshire, Illinois

  60069
(Address of principal executive offices)   (Zip Code)

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

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.  ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 19, 2017, the Company held its annual meeting of stockholders in Lincolnshire, Illinois. 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 four Class I Directors with terms expiring at the Company’s 2020 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

Election of Directors

                   

Steven W. Alesio

       129,218,481        274,752        52,207        8,315,239

Barry K. Allen

       128,113,450        256,831        1,175,159        8,315,239

David W. Nelms

       129,388,698        125,315        31,427        8,315,239

Donna F. Zarcone

       129,391,710        125,884        27,846        8,315,239

 

  2. 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

Advisory Vote on Executive Compensation

   127,223,121    2,271,149    51,170    8,315,239

 

  3. The stockholders approved, on an advisory basis, one year as the frequency of the advisory vote to approve named executive officer compensation, based on the following voting results:

 

     1 Year    2 Years    3 Years    Abstentions    Broker
Non-Votes

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

   119,501,358    31,269    9,971,378    41,435    8,315,239

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

 

  4. The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017, based on the following voting results:

 

     Votes
For
   Votes
Against
   Abstentions

Ratification of Independent Registered Public Accounting Firm

   137,663,563    146,875    50,241

 

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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: September 22, 2017     By:   /s/ Ann E. Ziegler
      Ann E. Ziegler
     

Senior Vice President and

Chief Financial Officer

 

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