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): March 25, 2015
CDW CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35985 | 26-0273989 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 200 N. Milwaukee Avenue Vernon Hills, Illinois |
60061 |
| (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)) | |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2015, the board of directors of CDW Corporation (the "Company") expanded the size of the Company's board of directors from ten to eleven members and appointed James A. Bell as a Class II director. As a Class II director, Mr. Bell will stand for re-election when his initial term expires at the Company's annual meeting of stockholders on May 13, 2015. The Company's board of directors expects to appoint Mr. Bell to serve on the nominating and corporate governance committee and the audit committee later this year.
Consistent with the Company's non-employee director compensation policy, Mr. Bell will receive an annual cash retainer of $75,000 paid quarterly in arrears and an annual equity grant of restricted stock units in an amount equal to $125,000 subject to a one-year time-based vesting schedule. Mr. Bell's annual cash retainer and annual equity grant will be prorated in 2015 based upon board service. In connection with his appointment, Mr. Bell 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 (Reg. No. 333-187472).
There are no arrangements or understandings between Mr. Bell and any other person pursuant to which Mr. Bell was appointed as a director, and there are no transactions between Mr. Bell and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Bell is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press release dated March 25, 2015, announcing the appointment of Mr. Bell.
SIGNATURE
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.
| Date: March 25, 2015 | CDW CORPORATION (Registrant) |
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| By: | /s/ CHRISTINE A. LEAHY Christine A. Leahy Senior Vice President, General Counsel and Corporate Secretary |
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EXHIBIT INDEX
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Exhibit No. |
|
Description |
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99.1 |
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Press release dated March 25, 2015, announcing the appointment of Mr. Bell. |
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EXHIBIT 99.1
VERNON HILLS, Ill., March 25, 2015 (GLOBE NEWSWIRE) -- CDW (Nasdaq:CDW), a leading provider of technology solutions to business, government, education and healthcare, announced that James A. Bell has been appointed to the company's Board of Directors.
Bell retired as executive vice president from The Boeing Co. (NYSE:BA) in 2012 after a long career at the aircraft manufacturing giant. He had served as executive vice president and chief financial officer (CFO) since 2003 and was appointed to the additional role of corporate president in 2008. He served as the company's interim chief executive officer for several months in 2005.
As CFO, Bell also oversaw two Boeing businesses, Boeing Capital Corp. and Boeing Shared Services. Prior to his CFO role, he held positions as senior vice president, finance and corporate controller; and vice president of contracts and pricing for Boeing Space and Communications.
Bell joined the company in 1972 at what was then Rockwell International, as a staff accountant, and rose through the ranks in a series of roles of increasing responsibility in auditing, program management and finance. He was director of business management for the Space Station Electric Power System at the Rocketdyne unit when Rockwell was acquired by Boeing in 1996.
Currently, Bell also serves on the board of directors for The Dow Chemical Company and JPMorgan Chase & Co. In addition, he serves on the board of trustees for Rush University Medical Center.
"James' experience as a public company board member and corporate executive will enable him to quickly provide valuable insight and guidance, and we are very pleased to welcome him to the board," said Thomas E. Richards, chairman and chief executive officer, CDW. "His commitment to disciplined financial management, teamwork and developing the next generation of leaders tightly aligns with CDW's core values, and we look forward to the contributions James will make to CDW."
Bell holds a bachelor's degree in accounting from California State University.
About CDW
CDW is a leading provider of technology solutions to business, government, education and healthcare. A Fortune 500 company, CDW was founded in 1984 and employs approximately 7,200 coworkers. For the year ended December 31, 2014, the company generated net sales of more than $12.0 billion. For more information, visit www.CDW.com.
Media Contact:
Mary Viola
CDW
(847) 968-0743
mediarelations@cdw.com
Investor Inquiries:
Sari L. Macrie
CDW
(847) 968-0238
investorrelations@cdw.com
CDWPR-CO