8-K
filed May 22, 2023, 7:59 PM ET
ticker CDW
CIK 0001402057
other material
confidence high
sentiment neutral
materiality 0.50
CDW shareholders approve special meeting right and officer exculpation amendments
CDW Corp
- Stockholders approved amendment to allow special meetings by holders of 25%+ voting power with one-year holding requirement.
- Approved officer exculpation amendment under Delaware law, with 99.2M for and 19.2M against.
- All ten director nominees elected; Christine Leahy received 6.5M against votes.
- Advisory say-on-pay passed with 106.5M for (89.6% of votes cast); annual frequency selected.
- Ratified Ernst & Young as independent auditor for fiscal 2023.
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 Certificate of Incorporation to allow stockholders right to call special meetings and to reflect new Delaware law regarding officer exculpation, effective upon filing with Delaware Secretary of State on May 18, 2023 (effective 2023-05-18).
- Change
- charter amendment
- Effective
- 2023-05-18
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CDW Corp shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-05-18 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders approved, on an advisory basis, one year as the frequency of the advisory vote to approve the compensation of the Company’s named executive officers, based on the following voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CDW Corp shareholders approved Advisory vote on executive compensation at the 2023-05-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CDW Corp shareholders approved Amendment to Certificate of Incorporation to allow stockholders the right to call special meetings at the 2023-05-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders approved the amendment to the Company’s Certificate of Incorporation to allow stockholders the right to call special meetings, based on the following voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CDW Corp shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-18 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, based on the following voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CDW Corp shareholders approved Amendment to Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-05-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders approved the amendment to the Company’s Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation, based on the following voting results:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CDW Corp shareholders approved Election of ten directors with terms expiring at the Company's 2024 Annual Meeting of Stockholders at the 2023-05-18 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders elected ten directors with terms expiring at the Company’s 2024 Annual Meeting of Stockholders, subject to the election and qualification of their successors, based on the following voting results:
View on SEC.gov
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