CDW Corp 8-K

What Happened CDW Corporation held its 2026 Annual Meeting of Stockholders on May 21, 2026 and filed an 8‑K reporting that shareholders approved an amendment to the Certificate of Incorporation to permit stockholder action by written consent. The Eighth Amended and Restated Certificate of Incorporation (and accompanying Amended and Restated Bylaws) became effective when filed with the Delaware Secretary of State on May 22, 2026. The Board adopted bylaws clarifying that written-consent actions by stockholders are permitted only as set forth in the amended certificate.

Key Details

• Amendment effective: Eighth Amended and Restated Certificate of Incorporation filed May 22, 2026; bylaws effective same date.
• Directors elected (terms to 2027): nine directors reelected; sample vote totals include Virginia C. Addicott 111,342,104 For; Anthony R. Foxx 113,870,605 For; Marc E. Jones 113,923,298 For. Broker non‑votes reported: 6,520,683.
• Advisory vote on executive pay (Proposal 2): Approved 104,077,745 For / 10,143,765 Against / 170,599 Abstentions (6,520,683 broker non‑votes).
• Auditor ratification (Proposal 3): Ernst & Young LLP ratified 118,479,884 For / 2,338,014 Against / 94,894 Abstentions.
• Written‑consent amendment vote (Proposal 4): Approved 112,805,919 For / 1,493,062 Against / 93,128 Abstentions (6,520,683 broker non‑votes).
• Stockholder proposal for independent board chair (Proposal 5): Rejected 48,696,005 For / 65,473,510 Against / 222,594 Abstentions (6,520,683 broker non‑votes).

Why It Matters Allowing stockholder action by written consent is a significant governance change: it can enable shareholders to take certain actions without calling a formal meeting, subject to the limits in the amended certificate and bylaws. For investors, the vote results confirm the current board slate and management alignment (advisory approval of executive pay passed and the auditor was ratified), while the failure of the independent‑chair proposal indicates shareholders did not mandate a separate independent board chair. These developments may affect how governance issues and shareholder proposals are handled going forward.