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 2, 2016
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) |
| 75 Tri-State International, Lincolnshire, Illinois 60069 |
| (Address of Principal Executive Offices) (Zip Code) |
(847) 465-6000
(Registrant's telephone number, including area code)
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 2, 2016, the board of directors of CDW Corporation (the “Company”) expanded the size of the Company’s board of directors from thirteen to fourteen members and appointed Virginia C. Albanese as a Class II director. As a Class II director, Ms. Albanese will stand for re-election when her initial term expires at the Company’s annual meeting of stockholders in 2018. The Company’s board of directors appointed Ms. Albanese to serve on the audit committee and the nominating and corporate governance committee.
Consistent with the Company’s non-employee director compensation policy, Ms. Albanese will receive an annual cash retainer of $87,500 paid quarterly in arrears and an annual equity grant of restricted stock units in an amount equal to $137,500 subject to a one-year time-based vesting schedule. Ms. Albanese’s annual cash retainer will be prorated in 2016 based upon board service. In connection with her appointment, Ms. Albanese 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. Albanese and any other person pursuant to which Ms. Albanese was appointed as a director, and there are no transactions between Ms. Albanese 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. Albanese 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 3, 2016, announcing the appointment of Ms. Albanese. |
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.
| CDW CORPORATION | ||
| Date: March 3, 2016 | By: | /s/ Christine A. Leahy |
| Name: Christine A. Leahy | ||
| Title: Senior Vice President, International, Chief Legal Officer and Corporate Secretary | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release dated March 3, 2016, announcing the appointment of Ms. Albanese. |
EXHIBIT 99.1
Virginia Albanese Appointed to CDW Board of Directors
LINCOLNSHIRE, Ill., March 03, 2016 (GLOBE NEWSWIRE) -- CDW (NASDAQ:CDW), a leading provider of technology solutions to business, government, education and healthcare, today announced that Virginia Albanese has been appointed to the company’s Board of Directors.
Since 2007, Albanese has served as president and CEO of FedEx Custom Critical, a leading North American expedited freight carrier. Albanese’s leadership has fostered significant growth, exceptional 24/7 customer service and a successful workplace culture at FedEx Custom Critical.
Albanese began her career with the company in 1986 and quickly rose through the ranks, holding positions of increasing scope and responsibility in which she placed a strong focus on streamlining processes through technology and unifying stakeholders under a common strategy.
Albanese is a valued leader both at work and in the community. In 2013, Ohio Gov. John Kasich appointed Albanese to the board of trustees at Kent State University, where she earned her bachelor’s degree and executive master’s degree in business administration.
“Virginia has a deep knowledge of logistics and how technology helps drive operating performance,” said Thomas E. Richards, chairman and CEO, CDW. “Her innovative leadership and strong international experience will help us execute against our key priorities, and we are pleased to welcome her to CDW’s board.”
Albanese is past chair of the Boys and Girls Clubs of the Western Reserve and life trustee of the Greater Akron Chamber of Commerce. She also currently serves on the board for Akron Children’s Hospital and the Akron Community Foundation.
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 8,400 coworkers. For the trailing twelve months ended December 31, 2015, the company generated net sales of over $12.9 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