8-K
filed May 26, 2026, 4:03 PM ET
ticker CDW
CIK 0001402057
other
confidence high
sentiment neutral
materiality 0.30
CDW shareholders approve written consent; independent board chair proposal defeated
CDW Corp
- Stockholders approved amendment to Certificate of Incorporation permitting action by written consent, effective May 22, 2026.
- Board adopted conforming Amended and Restated Bylaws clarifying written consent procedures.
- All nine director nominees elected with strong support; lowest vote count ~109.5M (Christine Leahy).
- Advisory say-on-pay approved with ~104.1M for vs. 10.1M against; auditor Ernst & Young ratified.
- Stockholder proposal requiring independent board chair failed with ~48.7M for vs. 65.5M against.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
CDW Corp shareholders rejected Stockholder Proposal Regarding Independent Board Chair Requirements at the 2026-05-26 meeting.
- Outcome
- failed
- Meeting
- 2026-05-26
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
CDW Corp shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-05-26 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-26
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
CDW Corp shareholders approved Approval of the Amendment to the Company's Certificate of Incorporation to Permit Stockholder Action by Written Consent at the 2026-05-26 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-26
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
CDW Corp shareholders approved Election of nine directors with terms expiring at the Company's 2027 Annual Meeting of Stockholders at the 2026-05-26 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-26
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
CDW Corp shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2026-05-26 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-26
Exact text from the filing
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
View on SEC.gov
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