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): January 4, 2023
(Exact name of registrant as specified in its charter)
| Delaware | 001-35985 | 26-0273989 | ||
| (State or other jurisdiction of incorporation or organization) |
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | CDW | Nasdaq Global Select Market |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 4, 2023, the board of directors (the “Board”) of CDW Corporation (the “Company”) increased the size of the Board from ten directors to eleven directors and elected Marc E. Jones to fill the newly-created directorship. Mr. Jones initially will serve on the Board’s Nominating and Corporate Governance Committee. The Board has not yet determined on which other Board committees Mr. Jones will serve. The Board has determined that Mr. Jones is independent for purposes of the listing standards of the Nasdaq Global Select Market.
Mr. Jones will receive the director fees and stock-based compensation for directors previously disclosed in the Company’s proxy statement for its 2022 Annual Meeting of Stockholders. In connection with his appointment, Mr. Jones and the Company will enter into the Company’s standard indemnification agreement, the form of which was filed with the Securities and Exchange Commission as Exhibit 10.32 with the Company’s Amendment No. 2 to Form S-1 filed on June 14, 2013. Mr. Jones will stand for re-election at the Company’s 2023 Annual Meeting of Stockholders.
Mr. Jones, age 64, serves as Chairman, President and Chief Executive Officer of Aeris Communications, Inc. (“Aeris”), a provider of machine to machine and Internet of Things communications services. Mr. Jones has served as Chairman of Aeris since 2005 and President and Chief Executive Officer of Aeris since 2008. He also serves on the board of directors of Ingersoll Rand Inc.
There are no arrangements or understandings between Mr. Jones and any other persons pursuant to which he was selected as a director. Mr. Jones does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release issued by the Company on January 5, 2023 is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 5, 2023. | |
| 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: | January 5, 2023 |
By: | /s/ Frederick J. Kulevich | |||||
| Frederick J. Kulevich | ||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||
Exhibit 99.1
CDW CEO Christine Leahy appointed Board Chair; David Nelms becomes Lead Independent Director;
Marc Jones joins CDW Board of Directors
CDW Corporation (Nasdaq: CDW), a leading multi-brand provider of information technology solutions to business, government, education and healthcare customers in the United States, the United Kingdom and Canada, today announced new Board appointments.
Christine A. Leahy, president and chief executive officer, CDW, has been unanimously appointed Board Chair. Leahy became CEO and joined the Board of Directors in January 2019, after holding numerous leadership roles since joining CDW in 2002. Under her tenure as CEO, the company has executed against a transformative service and solution-led strategy, and continually outpaced market growth with Net sales growing from $16 billion to approximately $24 billion for the trailing twelve months ending September 30, 2022. Current Board Chair David W. Nelms has transitioned from his role as Board Chair and will continue to serve on the Board as Lead Independent Director. Nelms became the company’s Board Chair on January 1, 2020 and has been a member of the Board of Directors since 2014.
“Chris’ vision, discipline and care in guiding CDW’s talented team has enabled the company to deliver customer solutions with breadth, depth, expertise, and scale, and drive value for shareholders. The Board is confident that now is the right time to add Board Chair to her responsibilities,” said David W. Nelms, lead independent director, CDW.
The Board also announced the election of Marc E. Jones to the Board of Directors effective January 4, 2023. Jones currently serves as Chairman, President and Chief Executive Officer of Aeris Communications, Inc. which provides businesses with intelligent cellular connectivity, security, reliability, and support to simplify and streamline Internet of Things (“IoT”) programs at scale. Jones is an innovative leader with deep expertise in the technology industry, and currently serves on the Board of Directors of Ingersoll Rand Inc., Stanford University Board of Trustees and the California Health Care Foundation.
“I am honored to serve as CDW’s next Board Chair, continuing to build upon our long history of innovation, purpose-driven customer focus and creating consistent value for our stakeholders,” said Christine A. Leahy, chair and chief executive officer, CDW. “We’re also very pleased to welcome Marc, an exceptional people leader and visionary innovator in the technology space, who believes deeply in the foundational and transformational role technology plays in society. His expertise and contributions on our Board will be valuable as CDW continues innovating for our customers, investing in our coworkers and growing our business.”
“CDW’s Board of Directors is comprised of accomplished leaders who bring a passion for winning and deep humility to their Board roles,” said Nelms. “Marc shares these attributes with exceptional experience building and growing a business serving customers’ technology needs, and we’re thrilled to welcome him to our talented and committed Board.”
Jones earned his JD and BS, Political Science, from Stanford University. He was named one of the nation’s best entrepreneurs by Goldman Sachs in 2012 and 2013.
The Board will expand from 10 to 11 members with the appointment of Jones.
For more information about CDW’s Board of Directors, please visit the About Us section of the company’s website.
CDW Corporation (Nasdaq: CDW) is a leading multi-brand provider of information technology solutions to business, government, education and healthcare customers in the United States, the United Kingdom and Canada. A Fortune 500 company and member of the S&P 500 Index, CDW was founded in 1984 and employs approximately 15,000 coworkers. For the trailing twelve months ended September 30, 2022, CDW generated Net sales of approximately $24 billion. For more information about CDW, please visit www.CDW.com.
Investor Inquiries
Steven O’Brien
Vice President, Investor Relations
(847) 968-0238
investorrelations@cdw.com
Media Inquiries
Sara Granack
Vice President, Corporate Communications
(847) 419-7411
mediarelations@cdw.com
Source: CDW Corporation