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): January 27, 2014

CDW CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-35985	26-0273989
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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; Compensation Arrangements of Certain Officers

On January 27, 2014, the board of directors of CDW Corporation (the “Company”) expanded the size of the Company’s board of directors from nine to ten members and appointed David W. Nelms as a Class I director. As a Class I director, Mr. Nelms will stand for re-election when his initial term expires at the Company’s annual meeting of stockholders on May 22, 2014. The Company’s board of directors appointed Mr. Nelms to serve on the nominating and corporate governance committee and expects to appoint Mr. Nelms to serve on the audit committee later this year.

Consistent with the Company’s non-employee director compensation policy, Mr. Nelms will receive an annual cash retainer of $75,000 paid quarterly in arrears (prorated for calendar year 2014) 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. In connection with his appointment, Mr. Nelms 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. Nelms and any other person pursuant to which Mr. Nelms was appointed as a director, and there are no transactions between Mr. Nelms 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. Nelms 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 January 27, 2014, announcing the appointment of Mr. Nelms.

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 28, 2014	By:	/s/ Ann E. Ziegler
		Ann E. Ziegler
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated January 27, 2014, announcing the appointment of Mr. Nelms.

EX-99.1

Exhibit 99.1

David W. Nelms Elected To CDW Board of Directors

VERNON HILLS, Ill. – January 27, 2014 – CDW (NASDAQ: CDW), a leading provider of technology solutions to business, government, education and healthcare, announced that David W. Nelms has been elected to the company’s Board of Directors.

Nelms is chairman and chief executive officer at Discover Financial Services (NYSE: DFS), a direct banking and payment services company with one of the most recognized brands in U.S. financial services. He was elected chairman of the board in January 2009, having served as chief executive officer since 2004, and president and chief operating officer from 1998 to 2004.

Prior to joining Discover, Nelms worked at MBNA America Bank from 1991 to 1998, most recently as a vice chairman. From 1990 to 1991, he was a senior product manager for Progressive Insurance. Earlier in his career, Nelms served as a management consultant with Bain & Company from 1986 to 1990.

“David’s extensive experience delivering superior customer outcomes through innovation will make him an important asset to CDW’s board,” said Thomas E. Richards, chairman and chief executive officer, CDW. “David has shown tremendous leadership in leveraging technology to power business success. His keen focus on the customer is kindred with CDW’s values, and will prove beneficial as CDW continues to grow its business.”

Nelms holds a Bachelor of Science in mechanical engineering from the University of Florida and a Master of Business Administration from Harvard 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 6,900 coworkers. For the trailing twelve months ended September 30, 2013, the company generated net sales of approximately $10.7 billion. For more information, visit www.CDW.com.

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Media Contact:

Mary Viola

CDW

(847) 968-0743

mary.viola@cdw.com

Investor Inquiries:

Sari L. Macrie

CDW

(847) 968-0238

investorrelations@cdw.com

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