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): May 13, 2015
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 13, 2015, the Company held its annual meeting of stockholders in Mettawa, Illinois. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below.
| 1. | The stockholders elected four Class II Directors with terms expiring at the Company’s 2018 annual meeting of stockholders, subject to the election and qualification of their successors, based on the following voting results: |
| Votes For | Votes Withheld |
Broker Non-Votes |
||||||||||
| Election of Directors |
||||||||||||
| James A. Bell |
128,258,222 | 350,162 | 8,003,854 | |||||||||
| Benjamin D. Chereskin |
127,892,968 | 715,416 | 8,003,854 | |||||||||
| Glenn M. Creamer |
125,722,889 | 2,885,495 | 8,003,854 | |||||||||
| Paul J. Finnegan |
125,724,909 | 2,883,475 | 8,003,854 | |||||||||
| 2. | The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015, based on the following voting results: |
| Votes For | Votes Against |
Abstentions | ||||||||||
| Ratification of Independent Registered Public Accounting Firm | 136,294,627 | 299,125 | 18,486 | |||||||||
| 3. | The stockholders approved, on advisory basis, the compensation of the Company’s named executive officers, based on the following voting results: |
| Votes For | Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Advisory Vote on Executive Compensation | 128,126,256 | 427,873 | 54,255 | 8,003,854 | ||||||||||||
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: May 15, 2015 |
By: | /s/ Christine A. Leahy | ||||
| Christine A. Leahy | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||