0001171843-15-006823.txt : 20151215 0001171843-15-006823.hdr.sgml : 20151215 20151215161011 ACCESSION NUMBER: 0001171843-15-006823 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151215 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20151215 DATE AS OF CHANGE: 20151215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CDW Corp CENTRAL INDEX KEY: 0001402057 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 260273989 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35985 FILM NUMBER: 151288629 BUSINESS ADDRESS: STREET 1: 200 N MILWAUKEE AVE CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 847-465-6000 MAIL ADDRESS: STREET 1: 200 N MILWAUKEE AVE CITY: VERNON HILLS STATE: IL ZIP: 60061 FORMER COMPANY: FORMER CONFORMED NAME: VH Holdings, Inc. DATE OF NAME CHANGE: 20070605 8-K 1 f8k_121515.htm FORM 8-K

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): December 15, 2015

CDW CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation)

001-35985
(Commission
File Number)

26-0273989
(I.R.S. Employer
Identification No.)

200 N. Milwaukee Avenue

Vernon Hills, Illinois

(Address of principal executive offices)

60061

(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; Compensation Arrangements of Certain Officers

On December 15, 2015, the board of directors of CDW Corporation (the “Company”) expanded the size of the Company’s board of directors from twelve to thirteen members and appointed Lynda M. Clarizio as a Class III director. As a Class III director, Ms. Clarizio will stand for re-election when her initial term expires at the Company’s annual meeting of stockholders in 2016. The Company’s board of directors appointed Ms. Clarizio to serve on the compensation committee and the nominating and corporate governance committee.

Consistent with the Company’s non-employee director compensation policy, Ms. Clarizio 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. Ms. Clarizio’s annual cash retainer and annual equity grant will be prorated in 2015 based upon board service. In connection with her appointment, Ms. Clarizio 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 Ms. Clarizio and any other person pursuant to which Ms. Clarizio was appointed as a director, and there are no transactions between Ms. Clarizio 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 Ms. Clarizio 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 December 15, 2015, announcing the appointment of Ms. Clarizio.

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:	December 15, 2015	By:	/s/ Christine A. Leahy
			Christine A. Leahy
			Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated December 15, 2015, announcing the appointment of Ms. Clarizio.

EX-99.1 2 exh_991.htm EXHIBIT 99.1 EdgarFiling

EXHIBIT 99.1

Lynda Clarizio Appointed to CDW Board of Directors

VERNON HILLS, Ill., Dec. 15, 2015 (GLOBE NEWSWIRE) -- CDW (NASDAQ:CDW), a leading provider of technology solutions to business, government, education and healthcare, announced that Lynda Clarizio has been appointed to the company’s Board of Directors.

Since 2013, Clarizio has served as president, U.S. Media, for Nielsen, the global performance management company that provides a comprehensive understanding of what consumers watch and buy. She is responsible for directing and growing Nielsen’s “Watch” business in the United States, including managing the teams supporting Nielsen’s media clients across national and local television, digital and other media.

Named one of the top 100 “Tech Titans” in the Washington, D.C. region by The Washingtonian in 2011, Clarizio is a widely recognized leader in media and advertising. Prior to her role at Nielsen, Clarizio served as executive vice president for corporate development and operations at AppNexus, a leading programmatic advertising platform. She previously served as CEO and president of INVISION, a provider of multi-platform advertising solutions to the media industry, after a decade in various executive-level positions at AOL.

Prior to her career in media and advertising, Clarizio practiced law for 12 years. She is a member of the Leadership Council of Princeton University’s School of Engineering and Applied Science.

“Lynda has cultivated a unique background that combines technology, media and marketing, which will prove useful as we continue to expand our digital marketing,” said Thomas E. Richards, chairman and CEO, CDW. “Lynda’s Web-centric expertise, fresh perspective and unique insight will make her a valuable asset to our board as we continue to enhance our customer experience.”

Clarizio is a graduate of Harvard Law School and has a bachelor’s degree in international relations from Princeton University.

About CDW

CDW is a leading multi-brand technology solutions provider to business, government, education and healthcare organizations in North America and the United Kingdom. A Fortune 500 company, CDW was founded in 1984 and employs more than 8,200 coworkers. For the trailing twelve months ended September 30, 2015, the company generated net sales of almost $12.6 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