CDW amends bylaws to adopt universal proxy rules and tighten nomination procedures

CDW Corp

Adds universal proxy rule compliance requirements and remedy for stockholder non-compliance.
Enhances disclosure obligations for stockholder nominations, including background and intent details.
Limits number of nominees to board seats up for election; prohibits substitute nominations after deadline.
Requires proposed nominees to submit to board interviews within 10 days of request.
Allows board special meetings with less than 24-hour notice if deemed necessary or appropriate.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CDW Corp: Amended and restated bylaws to reflect universal proxy rules, DGCL amendments, and other procedural updates (effective 2022-12-14).

Change: bylaw amendment
Effective: 2022-12-14

Exact text from the filing

On December 14, 2022, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the bylaws of CDW Corporation (the “Company”), the Company’s board of directors (the “Board”) adopted amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), effective immediately.

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Source: SEC EDGAR

accession 0001193125-22-308331

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