CDW 8-K Current Reports

CDW 8-K Report, Financial Results (Nov 4, 2026)

CDW 8-K Report, Executive Changes (Oct 19, 2026)

CDW Corporation filed a Form 8-K on October 19, 2026 to report the appointment of Saranga (Sam) Balaji to its Board of Directors. The Board increased its size from nine to ten directors and appointed Mr. Balaji effective immediately, with the appointment made on October 15, 2026. The Board determined that he is independent under Nasdaq Global Select Market listing standards, and he will serve on the Audit Committee. Mr. Balaji will receive a prorated portion of the annual compensation paid to non-employee directors, as described in the company's definitive proxy statement filed April 10, 2026. He will also enter into the company's standard indemnification agreement. The filing states there are no arrangements or understandings under which he was selected as a director, and he has no material interest in any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K. The filing also furnishes a press release dated October 19, 2026 (Exhibit 99.1) announcing the appointment. According to that release, Mr. Balaji was formerly Global Chief Executive Officer of Consulting & Advisory at Deloitte, currently serves on the board of BlackLine, and brings more than three decades of experience in technology, advisory and global business leadership. The filing contains no financial results or guidance.

CDW 8-K Report, Material Agreement (Sep 21, 2026)

On September 21, 2026, CDW LLC and CDW Finance Corporation (the Co-Issuers) completed the sale of three series of senior notes in a registered offering: $600,000,000 of 5.700% Senior Notes due 2029 at an issue price of 99.908%, $500,000,000 of 6.100% Senior Notes due 2032 at 100.000%, and $400,000,000 of 6.350% Senior Notes due 2033 at 99.805%. CDW Corporation fully and unconditionally guarantees the notes on an unsecured senior basis, and no subsidiary of the company guarantees them. Interest accrues from September 21, 2026, and is paid semi-annually. The notes were issued under a base indenture dated December 1, 2014, as supplemented by three new supplemental indentures dated September 21, 2026, with U.S. Bank Trust Company, National Association, as trustee. The Co-Issuers may redeem each series before its par call date at a make-whole price based on treasury rates plus 15 basis points for the 2029 notes, 20 basis points for the 2032 notes, and 25 basis points for the 2033 notes. On or after the par call dates (August 21, 2029, December 15, 2031, and July 21, 2033, respectively), redemption is at 100% of principal plus accrued interest. Upon a Change of Control Repurchase Event, holders may require repurchase at 101% of principal plus accrued interest. The indenture includes covenants that limit liens securing debt, sale and lease-back transactions, and consolidations, mergers, or dispositions of all or substantially all assets, subject to exceptions. It also includes customary events of default, including cross-acceleration. The filing describes the new debt under Items 1.01 and 2.03 as a direct financial obligation.

CDW 8-K Report, Material Agreement (Sep 15, 2026)

CDW LLC and CDW Finance Corporation (the Co-Issuers), with CDW Corporation as guarantor, entered into an underwriting agreement dated September 14, 2026 with BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, LLC as representatives of the underwriters. Under the agreement, the Co-Issuers agreed to issue and sell in a registered public offering $600,000,000 of 5.700% Senior Notes due 2029, $500,000,000 of 6.100% Senior Notes due 2032, and $400,000,000 of 6.350% Senior Notes due 2033, for total aggregate principal of $1.5 billion. The offering is expected to close on September 21, 2026, subject to customary closing conditions. The offering is being made under an effective Form S-3ASR registration statement (File No. 333-293652) first filed February 23, 2026, along with a preliminary prospectus supplement dated September 14, 2026 and a free writing prospectus of the same date. The underwriting agreement includes customary representations, warranties, and mutual indemnification and contribution provisions. Certain information in the agreement has been redacted under Item 601(a)(6) of Regulation S-K. For investors, the filing's key content is the size, pricing structure by maturity, and guarantee arrangement of the new senior notes. The filing does not state the use of proceeds, the offering price, or the resulting effect on the company's debt or financial position.

CDW 8-K Report, Financial Results (Aug 5, 2026)

CDW Corporation reported second quarter 2026 results in an 8-K furnished on August 5, 2026. Net sales rose 10.0 percent to $6,572.2 million from $5,976.6 million, and gross profit increased 6.3 percent to $1,319.8 million, though gross profit margin declined to 20.1 percent from 20.8 percent, which the company attributed mainly to mix into lower-margin hardware categories. Operating income grew 2.0 percent to $428.6 million, while Non-GAAP operating income rose 7.0 percent to $556.0 million. Net income was $274.4 million, up 1.2 percent, and diluted EPS was $2.15 versus $2.05, while Non-GAAP diluted EPS rose 11.9 percent to $2.91. Growth was led by the Commercial segment (up 9.2 percent to $3,965.4 million), Government (up 13.6 percent), and Other (the UK and Canada, up 22.9 percent), with Education nearly flat at 0.7 percent growth. Cash generation weakened in the first half of 2026. Net cash provided by operating activities was $219.7 million versus $443.1 million a year earlier, and free cash flow was $165.8 million versus $393.7 million. Accounts receivable rose to $7,343.7 million from $6,312.4 million at December 31, 2025, and inventory increased to $981.8 million from $563.4 million. Total debt was $5,817.0 million at June 30, 2026, compared with $5,629.8 million at December 31, 2025, and cash fell to $361.8 million. The Board declared a quarterly cash dividend of $0.630 per share, payable September 10, 2026 to holders of record on August 25, 2026. The filing states that approximately $1,138 million remained under the share repurchase program as of June 30, 2026. Management reiterated its confidence in exceeding US IT addressable market growth by 200 to 300 basis points on a constant currency basis.

CDW 8-K Report, Executive Changes (Aug 5, 2026)

CDW Corporation (Nasdaq: CDW) disclosed that Chief Financial Officer and Executive Vice President, Enterprise Business Operations Albert J. Miralles intends to retire in 2027 following an orderly transition. Mr. Miralles will remain in his current role until a successor is named to the CFO position, then serve as Executive Advisor through March 31, 2028. The company has begun a search for a successor, and the press release states that the search is currently underway. Under a letter agreement dated August 4, 2026, Mr. Miralles's current compensation is unchanged through March 31, 2027, and he remains eligible for prorated fiscal 2026 and 2027 annual cash incentive awards. From April 1, 2027 through March 31, 2028, his annual base salary will be $60,000, with no annual cash incentive and no participation in the 2027 or 2028 long-term incentive program. His Compensation Protection Agreement continues through March 31, 2027, after which he will no longer be eligible for severance benefits, and he loses his right to resign for Good Reason under that agreement. The filing also furnishes a press release in which Chair and CEO Christine A. Leahy praises Mr. Miralles's role in CDW's transformation and growth strategy over his five years as CFO and a 35-year career. Investors will likely focus on the pace of the CFO search and the continuity of finance leadership during the transition.

CDW 8-K Report, Bylaw Amendment (May 26, 2026)

CDW Corporation reported in this Form 8-K, filed May 26, 2026, the results of its 2026 Annual Meeting of Stockholders, held May 21, 2026. The key governance change is that stockholders approved an amendment to the Company's Seventh Amended and Restated Certificate of Incorporation to permit stockholder action by written consent. The Eighth Amended and Restated Certificate of Incorporation became effective upon filing with the Delaware Secretary of State on May 22, 2026, and the Board adopted Amended and Restated Bylaws stating that stockholders may act by written consent only to the extent and subject to the terms set out in the certificate. Stockholders elected all nine nominated directors to terms expiring at the 2027 Annual Meeting. Several directors received substantially more votes for than against, though Virginia C. Addicott, Lynda M. Clarizio, and others received some against votes, and the 2026 advisory say-on-pay vote showed 104,077,745 votes for, 10,143,765 against and 170,599 abstentions. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 118,479,884 votes for, 2,338,014 against and 94,894 abstentions. Stockholders did not approve a stockholder proposal regarding independent board chair requirements, which received 48,696,005 votes for and 65,473,510 votes against, with 222,594 abstentions. The filing lists the Eighth Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws as exhibits 3.1 and 3.2.

CDW 8-K Report, Regulation FD Disclosure (May 13, 2026)

CDW Corporation's Board of Directors authorized a $1 billion increase to the Company's share repurchase program, as disclosed in an 8-K filed May 13, 2026. The increase is effective immediately and is incremental to the approximately $484 million unused under the repurchase program as of March 31, 2026. Repurchases may be made in the open market or through privately negotiated or other transactions, with timing and amounts based on market conditions, price, regulatory requirements, and capital availability. The program does not obligate the Company to repurchase any specific dollar amount or number of shares, and it may be modified, suspended, or discontinued at any time without prior notice. Future authorizations are at the discretion of the Board. The filing furnishes a press release (Exhibit 99.1) announcing the increase. In the press release, CFO Albert J. Miralles describes share repurchases as one component of capital allocation alongside dividends, strategic M&A, and management of the capital structure. He states that since its June 2013 IPO, CDW has returned approximately $8.4 billion to stockholders through repurchases and dividends.

CDW 8-K Report, Financial Results (May 6, 2026)

CDW Corporation reported first quarter 2026 results on May 6, 2026. Net sales rose 9.2 percent to $5.68 billion from $5.20 billion, with 8.4 percent growth on a constant currency basis, driven mainly by demand for data storage and servers, netcomm products, software, and notebooks/mobile devices. All segments saw improved customer spending. Gross profit increased 6.0 percent to $1.19 billion, but gross profit margin declined to 21.0 percent from 21.6 percent, primarily due to a lower contribution of netted down revenue. Selling and administrative expenses rose 7.0 percent to $814 million, reflecting higher compensation, coworker-related costs, and AI investments. GAAP operating income grew 4.0 percent to $376 million, while non-GAAP operating income rose 1.8 percent to $452 million, with non-GAAP operating income margin at 8.0 percent versus 8.5 percent a year earlier. GAAP net income increased 4.7 percent to $235.4 million, and GAAP diluted EPS rose 7.9 percent to $1.82. Non-GAAP diluted EPS was $2.28, up 6.3 percent, helped by a reduction in diluted shares to 129.5 million from 133.5 million. Operating cash flow was $274.8 million and free cash flow was $248.4 million. The Board declared a quarterly cash dividend of $0.630 per share, payable June 10, 2026 to stockholders of record on May 25, 2026. As of March 31, 2026, approximately $484 million remained under the share repurchase program. Management said it remains confident in its ability to exceed US IT addressable market growth by 200 to 300 basis points on a constant currency basis.

CDW 8-K Report, Regulation FD Disclosure (May 1, 2026)

CDW Corporation filed this Current Report under Item 7.01 (Regulation FD Disclosure) to give investors supplemental, unaudited historical segment data recast for its fiscal 2026 realignment of segment reporting. Effective January 1, 2026, the company realigned its customer-facing sales organization and now reports three segments: Commercial, Government, and Education. CDW UK and CDW Canada are unchanged and reported in an all other category, "Other." Customers previously in the Small business segment are now included across the Commercial segment's customer channels. The filing states that the recast affects only how segment information was previously disclosed, and it does not amend or restate previously reported consolidated financial statements. The company also updated its methodology for allocating headquarters function costs, separating costs that directly support the operating segments from enterprise-wide costs. The updated methodology was applied to all historical periods presented, which changed the operating expense retained by Headquarters. The filing presents quarterly net sales, cost of sales, gross profit, other segment expense items, and operating income by segment for the eight quarters from the first quarter of 2024 through the fourth quarter of 2025, along with net sales by customer channel. For the fourth quarter of 2025, the recast shows total net sales of $5,511.0 million and operating income of $430.7 million. Commercial contributed $3,450.0 million in net sales and $384.9 million in operating income, Government $758.7 million and $63.0 million, Education $633.4 million and $48.0 million, and Other $668.9 million and $29.5 million, with Headquarters costs of $94.7 million. Investors can use the recast history to compare segment performance on a consistent basis across the new structure.

CDW 8-K Report, Executive Changes (Mar 27, 2026)

CDW Corporation filed this Form 8-K dated March 24, 2026 (filed March 27, 2026) to report a change in its board of directors. On March 24, 2026, Sanjay Mehrotra informed the Company that he will not stand for reelection at the Company's 2026 Annual Meeting of Stockholders. Mr. Mehrotra will continue to serve through the remainder of his current term. The filing states that Mr. Mehrotra's decision was not related to any disagreement with the Company on any matter relating to its operations, policies, or practices. The report does not disclose any successor nominee, compensation arrangements, or other financial results. For investors, the filing is a governance notice with no stated financial impact. The key items are the planned departure of a director at the 2026 annual meeting and the explicit statement that the departure does not stem from a disagreement with management or the board.

CDW 8-K Report, Financial Results (Feb 4, 2026)

CDW Corporation reported fourth quarter and full year 2025 results on February 4, 2026. Fourth quarter net sales rose 6.3% to $5,511.0 million from $5,186.0 million, with gross profit up 8.6% to $1,254.4 million and gross profit margin improving to 22.8% from 22.3%, primarily due to a higher contribution of netted down revenue. Operating income grew 5.4% to $430.7 million, while Non-GAAP operating income rose 0.6% to $502.4 million. Net income increased 5.8% to $279.5 million, and net income per diluted share was $2.14 versus $1.97. Non-GAAP net income per diluted share was $2.57, up 3.8%. For full year 2025, net sales increased 6.8% to $22,424.1 million and gross profit rose 5.9% to $4,873.4 million, though gross profit margin declined to 21.7% from 21.9%, which the company attributed to decreased rates in certain hardware categories. Operating income was nearly flat at $1,655.6 million (up 0.3%), and Selling and administrative expenses rose 9.0% to $3,217.8 million, driven by higher performance-based compensation, transformation costs, and coworker-related costs. Full year net income declined 1.0% to $1,066.6 million, while Non-GAAP net income per diluted share increased 5.2% to $10.02. Net cash provided by operating activities was $1,205.2 million, and management stated that approximately $982 million was returned to shareholders through dividends and share repurchases during the year. The Board declared a quarterly cash dividend of $0.630 per share, payable March 10, 2026 to holders of record on February 25, 2026. For 2026, management continues to target exceeding US IT addressable market growth by 200 to 300 basis points. The company also stated that approximately $685 million remained under its share repurchase program as of December 31, 2025.

CDW 8-K Report, Material Agreement (Dec 23, 2025)

CDW LLC, a subsidiary of CDW Corporation, entered into a new five-year $2,884.5 million senior unsecured credit facility on December 17, 2025. The facility consists of a $634.5 million term loan, fully funded at closing, and a $2,250.0 million revolving loan facility, with a letter of credit subfacility of $175,000,000 and a swingline subfacility of $100,000,000. The New Loan Agreement consolidates, refinances, and replaces the company's prior senior unsecured term loan agreement and revolving credit agreement, both dated December 1, 2021. Proceeds are to be used for working capital, general corporate purposes, and refinancing of indebtedness under the prior loan agreements. The facility carries a maximum leverage ratio covenant of 4.00:1.00, with an option to increase to 4.50:1.00 for four consecutive fiscal quarters following a qualified acquisition, provided total net leverage was at or below 4.00:1.00 for two consecutive quarters beforehand. Borrowings bear interest at an alternate base rate plus an initial margin of 0.125% or a SOFR-based rate plus an initial margin of 1.125%, with pricing tied to CDW's senior unsecured credit ratings. The revolving facility is available in U.S. Dollars, Euros, Sterling, and Canadian Dollars, with a $350.0 million sublimit for UK Borrower borrowings. The company also has the right to request up to $1.0 billion in incremental capacity. Separately, on December 19, 2025, the company entered into Compensation Protection Agreements with Christine A. Leahy, Albert J. Miralles, Frederick J. Kulevich, and Katherine E. Sanderson, effective January 1, 2026. These replace prior agreements and extend their expiration from January 1, 2026 to January 1, 2029. The updated agreements base the pro-rated bonus and bonus calculation on target annual bonus rather than actual performance.

CDW 8-K Report, Financial Results (Nov 4, 2025)

CDW Corporation reported third quarter 2025 results on November 4, 2025. Net sales rose 4.0% to $5,737.4 million from $5,516.6 million, and rose 3.8% on a constant currency basis. Growth was driven by higher customer demand for netcomm products, notebooks/mobile devices, desktops, software and services, partially offset by lower data storage and servers. Gross profit increased 4.6% to $1,255.5 million, and gross profit margin improved to 21.9% from 21.8%. However, selling and administrative expenses rose 12.9% to $812.2 million, driven by higher performance-based compensation, transformation costs and acquisition-related intangible amortization, so GAAP operating income fell 8.0% to $443.3 million. Net income declined 8.0% to $291.0 million and diluted EPS fell 5.8% to $2.21. On a non-GAAP basis, net income rose 0.6% to $357.2 million and non-GAAP diluted EPS rose 3.0% to $2.71. For the nine months ended September 30, 2025, net sales grew 7.0% to $16,913.1 million, while GAAP net income fell 3.3% to $787.1 million. Net cash provided by operating activities was $771.4 million, compared with $932.0 million a year earlier, and free cash flow was $692.2 million. Total debt was $5,628.8 million at September 30, 2025, and net debt was $5,175.9 million. The cash conversion cycle was 11 days, compared with 18 days at December 31, 2024. The Board also declared a quarterly cash dividend of $0.630 per share, payable December 10, 2025 to holders of record on November 25, 2025. The company described this as an approximately 1 percent increase over the prior year's dividend, aligned with a target of 25 percent of trailing-twelve-month non-GAAP net income. Management reiterated a target of exceeding US IT market growth by 200 to 300 basis points on a constant currency basis.

CDW 8-K Report, Executive Changes (Oct 28, 2025)

CDW Corporation, filing under its Delaware registrant name CDW Corp Oration, reported in this Form 8-K, dated as of October 27, 2025 and signed October 28, 2025, that Sona Chawla will retire as Chief Growth and Innovation Officer and Executive Vice President effective December 31, 2025. The announcement was made on October 28, 2025, under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). According to the filing, Ms. Chawla will remain available on a consulting basis until April 9, 2026 to assist with the transition of her responsibilities. The filing does not disclose any financial results, guidance, compensation terms, or a named successor. For investors, this is a routine executive transition with limited immediate financial impact disclosed in the filing. The principal points are the effective retirement date and the defined consulting period that supports the handover of her responsibilities.

CDW 8-K Report, Financial Results (Aug 6, 2025)

CDW Corporation reported second quarter 2025 results on August 6, 2025, with net sales of $5.98 billion, up 10.2 percent from $5.42 billion in the second quarter of 2024 (9.8 percent on a constant currency basis). Growth was driven by higher customer demand for notebooks/mobile devices, software, netcomm products and data storage and servers. Corporate segment net sales rose 17.6 percent and Healthcare customer sales rose 24.1 percent, while Education sales declined 10.9 percent. Gross profit grew 4.9 percent to $1.24 billion, but gross profit margin fell to 20.8 percent from 21.8 percent, which the company attributed to lower rates in certain hardware categories and lower contribution from netted-down revenue. Profitability was mixed on a GAAP basis. Operating income declined 3.0 percent to $420.2 million and net income fell 3.5 percent to $271.2 million, with diluted EPS of $2.05 versus $2.07. Non-GAAP operating income rose 1.8 percent to $519.7 million and non-GAAP net income per diluted share increased 3.9 percent to $2.60. Selling and administrative expenses rose 9.5 percent, mainly due to higher performance-based compensation, transformation costs, workplace optimization costs and acquisition-related intangible amortization. Net cash provided by operating activities for the six months ended June 30, 2025 was $443.1 million, compared with $589.9 million a year earlier. The Board also declared a quarterly cash dividend of $0.625 per common share, payable September 10, 2025 to stockholders of record as of August 25, 2025. The company stated that dividends, share repurchases, strategic M&A and management of its capital structure are its capital allocation priorities, and that it has returned approximately $7.7 billion to stockholders through share repurchases and dividends since its June 2013 IPO.

CDW 8-K Report, Shareholder Vote Results (May 22, 2025)

CDW Corporation held its 2025 Annual Meeting of Stockholders on May 20, 2025, and this Form 8-K reports the final voting results for the four matters put to a stockholder vote. Stockholders elected all eleven director nominees to terms expiring at the 2026 Annual Meeting. Votes For ranged from 108,775,582 (Christine A. Leahy) to 115,844,838 (Marc E. Jones), and Votes Against ranged from 169,590 (Marc E. Jones) to 4,833,368 (Sanjay Mehrotra). Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 105,709,256 votes For, 10,154,545 Against, 207,277 Abstentions, and 4,786,930 Broker Non-Votes. They also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 118,263,931 votes For, 2,554,181 Against, and 39,896 Abstentions. Stockholders approved a stockholder proposal regarding the right to act by written consent, with 59,071,051 votes For, 56,860,442 Against, 139,585 Abstentions, and 4,786,930 Broker Non-Votes. The filing reports this proposal as approved, and the margin between For and Against votes was narrow.

CDW 8-K Report, Financial Results (May 7, 2025)

CDW Corporation reported first quarter 2025 results on May 7, 2025, with net sales of $5.20 billion, up 6.7 percent from $4.87 billion in the first quarter of 2024. Net sales on an average daily sales basis rose 8.4 percent, and 8.7 percent on a constant currency basis, with 63 selling days versus 64 a year earlier. Growth was primarily driven by customer demand for notebooks/mobile devices, desktops, software and services, partially offset by declines across various hardware categories. The Public segment grew 10.6 percent on an average daily sales basis, led by Healthcare (19.5 percent) and Education (11.1 percent), while the Corporate segment rose 6.3 percent and Small Business rose 7.9 percent. Profitability was mixed. Gross profit rose 5.5 percent to $1.12 billion, but gross profit margin declined to 21.6 percent from 21.8 percent, which the company attributed mainly to a higher mix of lower-margin notebooks/mobile devices. Operating income increased 10.2 percent to $361.4 million, and Non-GAAP operating income increased 10.0 percent to $444.0 million. Net income was $224.9 million, up 4.1 percent, and Non-GAAP net income per diluted share was $2.15, up 11.9 percent from $1.92. The effective tax rate rose to 26.0 percent from 21.9 percent, mainly due to lower excess tax benefits on equity-based compensation. Free cash flow was $260.3 million, compared with $410.5 million a year earlier, and net cash provided by operating activities was $287.2 million. Separately, the Board declared a quarterly cash dividend of $0.625 per common share, payable June 10, 2025 to stockholders of record as of May 26, 2025. The company stated it continues to target exceeding US IT market growth by 200 to 300 basis points on a constant currency basis.

CDW 8-K Report, Financial Results (Feb 5, 2025)

CDW Corporation reported fourth quarter and full year 2024 results in a press release furnished as Exhibit 99.1. For the fourth quarter, Net sales were $5,186.0 million, up 3.3% from $5,018.5 million, and Average Daily Sales rose 5.0%. Gross profit was $1,155.3 million, roughly flat versus $1,153.8 million, with gross profit margin declining to 22.3% from 23.0%. Operating income fell 6.1% to $408.6 million, and net income fell 10.8% to $264.2 million, or $1.97 per diluted share versus $2.18 a year earlier. Non-GAAP net income per diluted share was $2.48, down 3.7%. For full year 2024, Net sales were $20,998.7 million, down 1.8% from $21,376.0 million, with the company citing cautious customer technology spending. Operating income was $1,651.3 million, down 1.8%, and net income was $1,077.8 million, down 2.4%, or $7.97 per diluted share versus $8.10. Net cash provided by operating activities was $1,277.3 million, and Free cash flow was $1,154.7 million. Total debt was $5,842.8 million at year-end, with net debt of $5,125.1 million. Capital allocation actions were also announced under Item 8.01. The Board authorized a $750 million increase to the share repurchase program, incremental to $588 million unused as of December 31, 2024, and declared a quarterly cash dividend of $0.625 per share payable March 11, 2025 to holders of record on February 25, 2025. Management stated a 2025 target of exceeding US IT market growth by 200 to 300 basis points.

CDW 8-K Report, Bylaw Amendment (Dec 18, 2024)

CDW Corporation filed a Current Report on Form 8-K dated December 18, 2024, reporting the adoption of amended and restated bylaws. The Board of Directors adopted the Amended and Restated Bylaws on December 16, 2024, effective immediately, as part of a periodic review of the company's bylaws. The filing describes no financial results, financial figures, or operational changes. The amendments have two main purposes. First, they align the bylaws with developments in Delaware law and current practice. Second, they revise the advance notice provisions governing stockholders' director nominations and proposals for other business, including clarifying and in some cases reducing the disclosure obligations of nominating and proposing stockholders. The changes also include non-substantive, technical, and conforming updates. For investors, this is a governance housekeeping filing rather than a material business event. The filing does not discuss financial performance, guidance, or strategic developments. The full text of the Amended and Restated Bylaws is filed as Exhibit 3.1 and is incorporated by reference.

CDW 8-K Report, Financial Results (Oct 30, 2024)

CDW Corporation reported third quarter 2024 results on October 30, 2024, with net sales of $5.52 billion, down 2.0% from $5.63 billion in the third quarter of 2023, and down 3.5% on an average daily sales basis. The decline was driven by the Public and Corporate segments, partially offset by the UK and Canadian operations ("Other"), which grew 4.8% on an average daily sales basis. Management attributed the weakness to persistent economic uncertainty and elongated customer decision-making, which reduced hardware solutions demand, while cloud and end-point solutions performed strongly. Gross profit margin held steady at 21.8%, and GAAP net income was flat at $316.4 million, with diluted EPS of $2.34 versus $2.32. Non-GAAP operating income fell 4.0% to $534.0 million and non-GAAP diluted EPS declined 3.2% to $2.63. For the nine months ended September 30, 2024, net sales were $15.81 billion, down 3.3%, and GAAP diluted EPS was $6.00 versus $5.92. Net cash provided by operating activities was $932.0 million, compared with $1,062.2 million a year earlier, and free cash flow was $838.0 million. Management said that cash flow generation and working capital management provide flexibility across capital priorities, including M&A and share repurchases. Cash and cash equivalents stood at $946.7 million at September 30, 2024, and total debt at $6.03 billion. The company also declared a quarterly cash dividend of $0.625 per share, payable December 10, 2024 to holders of record on November 25, 2024. This represents roughly a 1% increase over the prior year's dividend and is aligned with a target of 25% of trailing-twelve-month non-GAAP net income.

CDW 8-K Report, Executive Changes (Oct 25, 2024)

CDW Corporation disclosed in this Form 8-K, filed October 25, 2024, that Chris Corley, its current Chief Commercial and Operating Officer, will transition to the role of President, International and Vice Chair effective October 25, 2024 through December 31, 2025, with responsibility for the Company's international strategy and businesses. Under the letter agreement dated October 24, 2024, her compensation levels remain unchanged during this period. From January 1, 2026 through December 31, 2026, she will serve as Executive Advisor, with an annual base salary of $60,000, a cash bonus of $500,000 payable in June and December 2026, and a restricted stock unit award with a grant date fair value of $1,000,000 that vests at the end of the term. She is expected to retire at the end of that term. The filing also states that Liz Connelly will assume additional responsibilities as Chief Commercial Officer, covering U.S. sales, sales enablement, integrated technology solutions, and digital velocity. The accompanying press release describes the changes as part of ongoing succession planning and quotes Chair and CEO Chris Leahy on the importance of applying top talent to the company's priorities. For investors, the disclosure is primarily a leadership succession and retention arrangement rather than a financial event. The filing does not report financial results or guidance. Its key items are the reassignment of commercial leadership, the expanded international role, and the post-2025 advisory arrangement, which ends Good Reason termination rights and reduces severance eligibility from January 1, 2026.

CDW 8-K Report, Material Agreement (Aug 22, 2024)

On August 22, 2024, CDW LLC and CDW Finance Corporation (the Co-Issuers), with CDW Corporation as a guarantor, completed the sale of two series of senior notes registered under the Securities Act of 1933: $600,000,000 aggregate principal amount of 5.100% Senior Notes due 2030, issued at 99.889% of principal, and $600,000,000 aggregate principal amount of 5.550% Senior Notes due 2034, issued at 99.742% of principal. The 2030 Notes mature March 1, 2030, with interest payable semi-annually on March 1 and September 1; the 2034 Notes mature August 22, 2034, with interest payable semi-annually on February 22 and August 22. Interest accrues from August 22, 2024. The Notes were issued under a Base Indenture dated December 1, 2014, as supplemented by an eighteenth supplemental indenture (2030 Notes) and a nineteenth supplemental indenture (2034 Notes), both dated August 22, 2024, with U.S. Bank Trust Company, National Association as trustee. The Co-Issuers may redeem each series before its par call date (February 1, 2030 for the 2030 Notes and May 22, 2034 for the 2034 Notes) at the greater of a treasury-based make-whole price or 100% of principal, plus accrued interest. On or after the par call date, redemption is at 100% of principal plus accrued interest. Upon a change of control event coupled with a related credit rating downgrade, holders may require repurchase at 101% of principal plus accrued and unpaid interest. The indenture contains covenants limiting CDW and the guarantors' ability to create liens on certain assets to secure debt, enter into sale and lease-back transactions, and consolidate, merge, or dispose of substantially all assets, subject to exceptions. Customary events of default apply, including cross-acceleration, and holders of at least 25% of a series can declare that series due and payable upon a non-bankruptcy event of default. The filing reports the offering as a new debt financing and incorporates Item 1.01 into Item 2.03 as a direct financial obligation.

CDW 8-K Report, Material Agreement (Aug 16, 2024)

CDW LLC and CDW Finance Corporation (the Co-Issuers) entered into an underwriting agreement dated August 12, 2024, with CDW Corporation, certain guarantors, and BofA Securities, Inc., as representative of the underwriters, for a registered public offering of senior notes. The Co-Issuers agreed to issue and sell $600,000,000 aggregate principal amount of 5.100% Senior Notes due 2030 and $600,000,000 aggregate principal amount of 5.550% Senior Notes due 2034, for total principal of $1.2 billion. The offering is expected to close on August 22, 2024, subject to customary closing conditions. The offering is being made under an effective Registration Statement on Form S-3ASR, initially filed on August 2, 2023, along with a base prospectus dated August 2, 2023, a preliminary prospectus supplement dated August 12, 2024, and a free writing prospectus dated August 12, 2024. The underwriting agreement contains customary representations, warranties, and mutual indemnification and contribution provisions between the issuers, guarantors, and underwriters. The filing is limited to the underwriting agreement, which is attached as Exhibit 1.1, and the cover page interactive data file. It does not disclose the use of proceeds or any other financial results, so investors should look to the referenced prospectus documents for those details.

CDW 8-K Report, Corporate Update (Aug 12, 2024)

CDW Corporation announced on August 12, 2024 that it has commenced cash tender offers to purchase any and all of its outstanding 5.500% Senior Notes due 2024 and 4.125% Senior Notes due 2025, issued by CDW LLC and CDW Finance Corporation. The filing states the aggregate principal outstanding is $575,000,000 for the 5.500% Notes (maturing December 1, 2024) and $600,000,000 for the 4.125% Notes (maturing May 1, 2025). The tender offers are made pursuant to an Offer to Purchase dated August 12, 2024 and a related Notice of Guaranteed Delivery, and are not conditioned on any minimum amount of Notes being tendered. Consideration for the 5.500% Notes is fixed at $1,000.00 per $1,000 principal amount validly tendered, plus accrued and unpaid interest. Consideration for the 4.125% Notes will be determined at the Price Determination Time of 2:00 p.m. New York City time on August 16, 2024, based on a Treasury reference security (3.875% due April 30, 2025) plus a fixed spread of 50 bps, capped at $1,000 per $1,000 principal amount. The tender offers expire at 5:00 p.m. New York City time on August 16, 2024 unless extended or terminated early, with a Guaranteed Delivery Date of August 20, 2024 and an expected Settlement Date of August 22, 2024. The filing is a liability management action that lets CDW address these two near-term maturities, and BofA Securities and J.P. Morgan Securities LLC are acting as Joint Dealer Managers. The filing also notes that the Notes are described in a press release included as Exhibit 99.1, which references CDW's Annual Report on Form 10-K for the year ended December 31, 2023 for risk factors. The filing does not state how the tender offers will be funded or what the results will be.

CDW 8-K Report, Financial Results (Jul 31, 2024)

CDW Corporation reported second quarter 2024 results on July 31, 2024, showing continued pressure on top-line sales alongside a higher gross profit margin. Net sales were $5.42 billion, down 3.6 percent from $5.63 billion in the second quarter of 2023, and down 4.0 percent for the six months to $10.30 billion. Management attributed the decline to economic uncertainty and a complex technology landscape that led customers to be cautious about technology spending. Gross profit was essentially flat at $1.18 billion, while gross profit margin rose to 21.8 percent from 21.0 percent, primarily due to a higher contribution of netted down revenue, mainly software as a service. GAAP operating income rose 5.1 percent to $433.1 million, but non-GAAP operating income declined 3.7 percent to $510.3 million. GAAP net income increased 7.0 percent to $281.1 million, while non-GAAP net income fell 2.9 percent to $338.8 million, and diluted EPS was $2.07 on a GAAP basis versus $2.50 on a non-GAAP basis. Beyond the earnings release, the filing discloses that the Board declared a quarterly cash dividend of $0.62 per common share, payable September 10, 2024 to holders of record as of August 26, 2024. Management pointed to cash flow generation and working capital management as providing strategic flexibility across M&A, share repurchases and dividends. Balance sheet figures show total debt of $5.63 billion and cash of $665.3 million as of June 30, 2024, with net debt of $4.96 billion, and net cash provided by operating activities of $589.9 million for the six months. For investors, the key trade-off is between a stable gross margin and profit trends that are mixed on a GAAP versus non-GAAP basis, against a continued decline in sales across most segments. The Public segment and the UK and Canadian "Other" operations saw the steepest revenue declines in the quarter.

CDW 8-K Report, Shareholder Vote Results (May 24, 2024)

CDW Corporation held its 2024 Annual Meeting of Stockholders on May 21, 2024, and this Item 5.07 filing reports the final voting results. Stockholders elected all eleven director nominees to terms expiring at the 2025 Annual Meeting. Christine A. Leahy and Donna F. Zarcone received the most votes against, at 3,899,539 and 2,401,892 respectively, though both still received more votes for than against. Stockholders approved, on an advisory basis, the compensation of the company's named executive officers, with 107,035,024 votes for and 10,497,841 against. They also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 121,349,128 votes for and 1,895,765 against. A stockholder proposal regarding political spending disclosure was not approved. It received 12,399,293 votes for and 104,679,610 votes against, with 525,399 abstentions and 5,694,064 broker non-votes. For investors, the filing shows no governance or auditor changes, and the shareholder proposal failed by a wide margin.

CDW 8-K Report, Financial Results (May 1, 2024)

CDW Corporation reported first quarter 2024 results in an 8-K furnished with a May 1, 2024 press release (Exhibit 99.1). Net sales were $4,872.7 million, down 4.5% from $5,103.1 million a year earlier, and on a constant currency basis net sales decreased 4.9%. Management said first quarter IT market conditions were weaker than expected, with customers' capital investment decisions adversely affected and decision-making elongated, partly offset by demand for client devices. Gross profit was $1,063.3 million, down 2.4%, but gross profit margin rose to 21.8% from 21.3%, driven mainly by a more favorable contribution of netted down revenue, primarily software as a service. Operating income was $328.0 million, down 7.7%, and non-GAAP operating income was $403.5 million, down 7.1%. Net income was $216.1 million and diluted EPS was $1.59, compared with $1.68 a year earlier; non-GAAP diluted EPS was $1.92, down 5.5%. By segment, Corporate net sales were $2,135.9 million (down 3.1%), Small Business $380.9 million (down 7.4%), Public $1,724.7 million (down 4.9%, with Education down 10.4%), and Other (UK and Canada) $631.2 million (down 6.5%). Operating cash flow was $440.0 million versus $365.4 million, and free cash flow was $410.5 million versus $333.7 million. Cash and cash equivalents rose to $803.8 million from $588.7 million at December 31, 2023, and net debt fell to $4,828.5 million from $5,056.2 million. The Board declared a quarterly cash dividend of $0.62 per share, payable June 11, 2024 to stockholders of record as of May 24, 2024 (Item 8.01, Exhibit 99.2). Management reiterated its target of exceeding US IT market growth by 200 to 300 basis points on a constant currency basis and said it will continue to optimize cash flow, with capital priorities including strategic M&A and share repurchases.

CDW 8-K Report, Financial Results (Feb 7, 2024)

CDW Corporation reported fourth quarter and full year 2023 results in a press release furnished as Exhibit 99.1. For the fourth quarter, net sales were $5,018.5 million, down 7.7% from $5,438.3 million a year earlier, with gross profit of $1,153.8 million (down 2.3%) and gross profit margin rising to 23.0% from 21.7%. Net income was $296.1 million, up 3.1%, and diluted EPS was $2.18, up 4.3%; non-GAAP diluted EPS was $2.57. The company attributed the sales decline across all segments to customers reducing or delaying hardware spend amid economic uncertainty. For the full year, net sales were $21,376.0 million, down 10.0%, net income was $1,104.3 million (down 0.9%), and diluted EPS was $8.10 versus $8.13. Cash flows from operating activities were $1,598.7 million, and free cash flow was $1,450.5 million, per the exhibit's reconciliation. Management said it expects to outpace US IT market growth by 200 to 300 basis points on a constant currency basis in 2024. Capital return actions were also announced. The Board declared a quarterly cash dividend of $0.62 per common share, payable March 12, 2024 to holders of record on February 26, 2024, which the release describes as 5 percent higher than the prior year. The Board also authorized a $750 million increase to the share repurchase program, which is incremental to the approximately $338 million remaining under the prior program as of December 31, 2023. The filing furnishes results rather than filing them, and the fourth-quarter and full-year figures are presented alongside non-GAAP measures reconciled to US GAAP in the exhibit. Year-end total debt was $5,644.9 million against cash of $588.7 million, and revolver availability was $1,208.1 million.

CDW 8-K Report, Financial Results (Nov 1, 2023)

CDW Corporation reported third quarter 2023 results on November 1, 2023, with net sales of $5.63 billion, down 9.4 percent from $6.22 billion in the third quarter of 2022, and average daily sales down 8.0 percent. The filing attributes the decline to the Corporate and Small Business segments and to the UK and Canadian operations, citing customers reducing or delaying technology spend amid continued economic uncertainty. Corporate segment net sales fell 13.6 percent and Small Business fell 23.0 percent, while Public segment net sales were roughly flat at a 0.1 percent decrease, with Public average daily sales up 1.5 percent. Profitability was the main positive. Gross profit margin rose to 21.8 percent from 19.8 percent, operating income increased 2.6 percent to $478.4 million, and net income rose 5.9 percent to $315.5 million. Diluted net income per share was $2.32, up 6.9 percent, and non-GAAP diluted net income per share was $2.72, up 4.4 percent. For the nine months, net sales fell 10.7 percent to $16.36 billion, while diluted EPS fell 2.0 percent to $5.92. Management described the quarter as record profitability and said the company continued converting earnings to cash at a productive rate, with nine-month Adjusted free cash flow of $1.11 billion. The company also declared a quarterly cash dividend of $0.62 per share, payable December 12, 2023 to holders of record on November 24, 2023. The filing states this is a 5 percent increase over last year's dividend and the tenth consecutive year of increases since the 2013 IPO. Management reaffirmed its target of exceeding US IT market growth by 200 to 300 basis points on a constant currency basis.

CDW 8-K Report, Financial Results (Aug 2, 2023)

CDW Corporation filed this Form 8-K on August 2, 2023 to furnish its press release reporting second quarter 2023 results and a quarterly cash dividend declaration. Net sales for the quarter were $5,626.1 million, down 8.5 percent from $6,145.8 million a year earlier, with the decline driven by the Corporate and Small Business segments and the UK and Canadian operations, partially offset by the Public segment, which rose 2.3 percent. Gross profit was $1,181.5 million, up 1.1 percent, and gross profit margin rose to 21.0 percent from 19.0 percent. GAAP operating income fell 5.3 percent to $412.2 million, while Non-GAAP operating income rose 2.6 percent to $529.8 million. Net income was $262.6 million, down 6.0 percent, and diluted GAAP EPS was $1.92 versus $2.04, while Non-GAAP diluted EPS was $2.56 versus $2.49, an increase of 3.2 percent. Management attributed the sales decline to customers reducing technology spending amid economic uncertainty, most notably in the Corporate and Small Business segments. Selling and administrative expenses rose 5.0 percent, mainly due to workplace optimization costs tied to workforce and real estate reductions. Cash flows from operating activities for the six months ended June 30, 2023 were $593.6 million, compared with $761.1 million a year earlier, and cash and cash equivalents stood at $203.9 million at June 30, 2023. The Board also declared a quarterly cash dividend of $0.59 per common share, payable September 12, 2023 to stockholders of record as of August 25, 2023. The company stated that dividends are subject to future Board approval.

CDW 8-K Report, Executive Changes (Aug 1, 2023)

CDW Corporation today announced, via this Current Report on Form 8-K, that its Board of Directors increased the size of the Board from ten to eleven directors on July 31, 2023 and elected Kelly J. Grier to fill the newly created seat. Ms. Grier will serve on the Audit Committee and the Nominating and Corporate Governance Committee, and the Board has determined she is independent under Nasdaq Global Select Market listing standards. She will receive the director fees and stock-based compensation previously disclosed in the Company's 2023 proxy statement, will enter into the Company's standard indemnification agreement, and will stand for re-election at the 2024 Annual Meeting of Stockholders. Grier, age 53, retired as US Chair and Managing Partner (CEO) of Ernst & Young LLP, a role she held from 2018 to June 2022. She currently serves on the board of Illinois Tool Works Inc. The filing states there are no arrangements or understandings between her and any other persons regarding her selection, and she has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K. The accompanying press release (Exhibit 99.1), dated August 1, 2023, describes Grier's experience overseeing more than 81,000 employees across 31 countries with annual revenue of nearly $21 billion at EY. CEO Christine A. Leahy said Grier's financial acumen and experience will add value for stakeholders. The filing itself contains no financial results or guidance; its substance is a board appointment.

CDW 8-K Report, Bylaw Amendment (May 22, 2023)

CDW Corporation's Form 8-K, filed May 22, 2023, reports outcomes from its 2023 Annual Meeting of Stockholders held May 18, 2023. Stockholders approved amendments to the Sixth Restated Certificate of Incorporation to allow stockholders the right to call special meetings and to reflect new Delaware law provisions regarding officer exculpation. The amended and restated certificate and new Amended and Restated Bylaws both became effective May 18, 2023. The Bylaws require the Company to call a special meeting at the request of stockholders representing at least 25% of the voting power of outstanding common stock, with the proponent and affiliates having continuously held those shares for at least one year before the request, subject to information, timing and other requirements. All ten director nominees were elected to terms expiring at the 2024 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of named executive officers, with 106,464,071 votes for and 12,397,021 against. Stockholders chose one year as the frequency of future advisory say-on-pay votes, and the Board determined to hold that vote annually. Ernst & Young LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2023. The officer exculpation amendment received 99,201,640 votes for and 19,209,648 against, with 517,331 abstentions. The filing's exhibits are the Seventh Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which contain the full text of these changes.

CDW 8-K Report, Financial Results (May 3, 2023)

CDW Corporation reported first quarter 2023 results that reflected a sharp decline in IT demand. Net sales were $5.10 billion, down 14.2% from $5.95 billion a year earlier; on an average daily sales basis, net sales decreased 15.6%. Gross profit was $1.09 billion, down 1.3%, but gross profit margin rose to 21.3% from 18.6%, which management attributed to higher product margin, notebook mix and rate, and a higher mix of netted-down software revenue. Operating income fell 8.2% to $355.3 million, and net income fell 8.0% to $230.1 million, or $1.68 per diluted share versus $1.83. Non-GAAP operating income was $434.3 million, down 6.0%, with a non-GAAP operating income margin of 8.5% versus 7.8%. Management cited a "marked shift in commercial buying behavior" as economic uncertainty built during the quarter, producing a deeper than expected demand contraction. Education sales fell 27.4% on an average daily basis, while Corporate sales fell 17.4% and Small Business sales fell 22.7%. Public Government and Healthcare sales were roughly flat. Cash plus revolver availability stood at $1.33 billion at March 31, 2023, against total debt of $5.80 billion. Operating cash flow was $365.4 million and free cash flow was $411.3 million, a non-GAAP measure. The company also declared a quarterly cash dividend of $0.59 per common share, payable June 13, 2023 to holders of record on May 25, 2023. Management reiterated its target of exceeding US IT market growth by 200 to 300 basis points on a constant currency basis.

CDW 8-K Report, Financial Results (Apr 18, 2023)

CDW Corporation furnished an 8-K on April 18, 2023, attaching a press release that reports preliminary results for the first quarter ended March 31, 2023, and updates its 2023 US IT industry outlook. Management said customers spent more cautiously amid intensifying economic uncertainty, and first-quarter performance came in below the company's expectations. Volume declines were most acute with its largest commercial customers and across transactional products, while solutions were more resilient but also fell short of expectations. First-quarter net sales were approximately $5.1 billion. A greater mix of high-value solutions and services supported strong gross margin, but first-quarter non-GAAP operating income margin landed at the low end of the full-year range. Looking ahead, CDW now expects the US IT market to decline at a high single-digit rate in 2023, while acknowledging that various wildcards could affect that view. The company still targets net sales outperformance of approximately 200 to 300 basis points in constant currency. It now expects full-year 2023 non-GAAP diluted earnings per share to be modestly below full-year 2022, and it plans to align its fixed cost base with anticipated demand. Disciplined working capital management produced strong first-quarter cash flow, which supported the return of approximately $280 million to shareholders through dividends and share repurchases. The company will discuss first-quarter performance and outlook on a conference call on May 3, 2023, at 7:30 a.m. CT / 8:30 a.m. ET. The furnished information is not deemed filed under Section 18 of the Exchange Act.

CDW 8-K Report, Executive Changes (Mar 28, 2023)

CDW Corporation filed this Form 8-K dated March 28, 2023, reporting an event from March 24, 2023. The filing discloses that Paul J. Finnegan notified the Company's Board of Directors of his decision to retire as a member of the Board, effective immediately prior to the Company's 2023 annual meeting of stockholders. Under Item 5.02, the filing states that upon his retirement the size of the Board will decrease from eleven to ten members. The filing is narrow in scope. It contains no financial results, guidance, or operating metrics, and it does not describe any new officer appointments or changes to compensatory arrangements. The disclosure is a governance update affecting only the composition of the Board. For investors, the main takeaway is a routine board change: one director is leaving and the Board will shrink by one seat. The filing does not state a reason for the retirement beyond the director's decision to retire.

CDW 8-K/A Report, Executive Changes (Feb 9, 2023)

CDW Corporation filed this Form 8-K/A to update its January 5, 2023 Current Report on Form 8-K, which reported the appointment of Marc E. Jones to the Board of Directors effective January 4, 2023. At the time of the original report, the Board had placed Mr. Jones on its Nominating and Corporate Governance Committee but had not yet decided on any other committee assignments. The amendment reports that Mr. Jones was subsequently appointed to the Board's Audit Committee effective February 6, 2023. The filing addresses only this board committee change under Item 5.02 and does not report any financial results, guidance, or operational developments. For investors, the update is a governance disclosure. It shows the Board filling out its committee structure with a new director, and it places Mr. Jones on the committee that oversees financial reporting and audit matters.

CDW 8-K Report, Financial Results (Feb 8, 2023)

CDW Corporation reported fourth quarter 2022 results on February 8, 2023. Net sales for the quarter were $5,438.3 million, down 1.8 percent from $5,536.9 million a year earlier, and down 0.4 percent on a constant currency basis. Gross profit rose 21.1 percent to $1,181.1 million, with gross profit margin of 21.7 percent versus 17.6 percent. GAAP operating income increased 31.6 percent to $446.6 million, and net income increased 33.4 percent to $287.2 million, or $2.09 per diluted share. Non-GAAP net income per diluted share rose 20.6 percent to $2.50. For full year 2022, net sales were $23,748.7 million, up 14.1 percent (15.2 percent on a constant currency basis), including the contribution from the Sirius Computer Solutions acquisition that closed December 1, 2021. GAAP net income per diluted share was $8.13, up 15.6 percent, and non-GAAP net income per diluted share was $9.79, up 22.9 percent. Free cash flow, as defined by the company, was $1,292.7 million versus $476.7 million in 2021. Net interest expense rose 56.2 percent to $235.7 million, reflected in the filing as higher interest on $2.5 billion of senior notes issued in December 2021 to fund the Sirius acquisition. The Board declared a quarterly cash dividend of $0.59 per share, 18 percent higher than the prior year, payable March 10, 2023 to holders of record on February 24, 2023. The Board also approved a $750 million increase to the share repurchase authorization, which is incremental to approximately $88 million remaining under the prior program as of December 31, 2022. Management stated it plans to re-establish M&A and share repurchases as capital allocation priorities in 2023, alongside dividend increases and managing net leverage.

CDW 8-K Report, Executive Changes (Jan 5, 2023)

CDW Corporation (Nasdaq: CDW) filed this Current Report to disclose two developments. On January 4, 2023, the Board increased its size from ten to eleven directors and elected Marc E. Jones, Chairman, President and Chief Executive Officer of Aeris Communications, Inc., to fill the newly created seat. The Board has determined Mr. Jones is independent under Nasdaq Global Select Market listing standards. He initially will serve on the Nominating and Corporate Governance Committee, with other committee assignments yet to be determined, and will stand for re-election at the 2023 Annual Meeting of Stockholders. He will receive director fees and stock-based compensation previously disclosed in the 2022 proxy statement, and will enter into the company's standard indemnification agreement. The filing also attaches a January 5, 2023 press release (Exhibit 99.1) announcing a leadership change at the top of the Board. Christine A. Leahy, President and Chief Executive Officer, was unanimously appointed Board Chair, succeeding David W. Nelms, who had served as Chair since January 1, 2020 and will continue on the Board as Lead Independent Director. The release states that CDW's net sales grew from $16 billion under Leahy's tenure as CEO to approximately $24 billion for the trailing twelve months ended September 30, 2022. For investors, the filing signals a consolidation of the CEO and Board Chair roles under Leahy, with an independent Lead Director in place, and a modest expansion of the Board. The filing does not describe any change to financial results, guidance, or compensation arrangements for executives.

CDW 8-K Report, Bylaw Amendment (Dec 19, 2022)

CDW Corporation filed a Current Report on Form 8-K on December 19, 2022 to disclose the adoption of amended and restated bylaws. On December 14, 2022, the Board of Directors adopted the Amended and Restated Bylaws, effective immediately. The company said the changes were made in connection with new SEC rules on universal proxy cards, recent amendments to the Delaware General Corporation Law, and a periodic review of the bylaws. The most substantive changes concern stockholder meetings and director nominations. The amendments add procedural requirements tied to Rule 14a-19 (the Universal Proxy Rules), including a remedy if a stockholder fails to satisfy those rules, a two-business-day notice requirement for changes in intent, and evidence of compliance due at least five business days before a meeting. They also add disclosure requirements for nominating or proposing stockholders and their nominees, limit the number of nominees to the number of directors being elected, and require proposed nominees to submit to Board interviews within ten days of a reasonable request. The chair's powers at stockholder meetings are modified. For Board operations, the bylaws now permit special meetings of the Board and its committees on less than 24 hours' notice when the person calling the meeting deems it necessary, and add a bylaw outlining Board procedures in an emergency. The filing describes these as governance-procedure updates and does not state any financial impact.

CDW 8-K Report, Executive Changes (Nov 14, 2022)

CDW Corporation (the "Company") filed this Current Report on Form 8-K under Item 5.02 to disclose that on November 10 and 11, 2022, it entered into amended Compensation Protection Agreements with five Named Executive Officers: Christine A. Leahy, Albert J. Miralles, Sona Chawla, Christina M. Corley, and Elizabeth H. Connelly. The new agreements are effective January 1, 2023, and replace the prior agreements, which were scheduled to expire on that same date. Under each agreement, the executive is entitled to severance benefits upon a qualifying termination of employment with the Company and its subsidiaries, subject to compliance with restrictive covenants, including non-competition covenants. The principal change is the extension of each agreement's expiration date by three years, from January 1, 2023 to January 1, 2026, along with certain other administrative changes. The filing is limited to executive compensation and retention matters. It does not report financial results, guidance, or changes to the Company's operations. The full terms are in the form of Compensation Protection Agreement filed as Exhibit 10.1.

CDW 8-K Report, Financial Results (Nov 2, 2022)

CDW Corporation reported third quarter 2022 results on November 2, 2022, with net sales of $6,215.5 million, up 17.3 percent from $5,300.0 million in the third quarter of 2021. Growth included the contribution from the Sirius Computer Solutions acquisition, which closed on December 1, 2021; net sales growth on a constant currency basis was 18.7 percent. Gross profit rose 34.8 percent to $1,233.2 million, with gross margin of 19.8 percent versus 17.3 percent a year earlier. GAAP operating income increased 20.7 percent to $466.4 million and GAAP net income increased 11.7 percent to $297.8 million, while diluted EPS was $2.17 versus $1.91. Non-GAAP diluted EPS was $2.60, up 22.0 percent. Management said it expects its premium on US IT market growth to be at the higher end of its prior 325 to 425 basis point range on a constant currency basis. For the first nine months of 2022, net sales were $18,310.4 million, up 19.8 percent, and GAAP diluted EPS was $6.04, up 10.5 percent. Net interest expense rose 64.0 percent to $176.3 million, driven mainly by $2.5 billion of senior notes issued on December 1, 2021 to fund the Sirius acquisition. Total debt was $6,157.8 million at September 30, 2022, versus $6,858.5 million at December 31, 2021, and cash and cash equivalents were $384.6 million. Operating cash flow for the nine months was $1,094.0 million. The Board declared a quarterly cash dividend of $0.59 per share, payable December 9, 2022 to holders of record on November 25, 2022. The filing states this is an 18 percent increase over last year's dividend, and that the company has increased its dividend for nine consecutive years since its 2013 IPO.

CDW 8-K Report, Financial Results (Aug 3, 2022)

CDW Corporation filed this Form 8-K on August 3, 2022 to furnish its press release announcing second quarter 2022 results and a quarterly cash dividend declaration. Net sales for the quarter were $6,145.8 million, up 19.4 percent from $5,146.4 million a year earlier, and the filing notes this growth includes the contribution from the Sirius Computer Solutions acquisition, which closed December 1, 2021. Gross profit rose 32.3 percent to $1,168.2 million, with gross margin of 19.0 percent versus 17.2 percent a year earlier, driven by product mix and a higher mix of netted-down software-as-a-service revenue. GAAP operating income increased 17.7 percent to $435.3 million, while net income rose 1.9 percent to $279.3 million, partly reflecting a $36 million gain on a sale of an equity method investment in the prior-year quarter. GAAP diluted EPS was $2.04, up 5.6 percent, and non-GAAP diluted EPS was $2.49, up 23.0 percent. For the first six months of 2022, net sales were $12,094.9 million, up 21.1 percent, and net income was $529.5 million, up 4.5 percent. Net interest expense rose 62.5 percent in the quarter to $57.7 million, primarily due to interest on the $2.5 billion of senior notes issued December 1, 2021 to fund the Sirius acquisition. Management stated it intends to use cash flow after dividends to reach its net leverage target range by the end of 2022, and said it expects to exceed its initial 2022 outlook to outpace US IT market growth by 200 to 300 basis points on a constant currency basis. The Board declared a quarterly cash dividend of $0.50 per common share, payable September 9, 2022 to stockholders of record as of August 25, 2022. The filing also notes that the press release contains forward-looking statements and references risks including the COVID-19 pandemic, inflationary pressures, and the military conflict between Russia and Ukraine.

CDW 8-K Report, Shareholder Vote Results (May 23, 2022)

CDW Corporation held its 2022 Annual Meeting of Stockholders on May 19, 2022, and this 8-K reports the final voting results for the matters put to a stockholder vote. Stockholders elected all ten director nominees, with terms expiring at the 2023 Annual Meeting. Votes for each nominee ranged from 106,543,808 (Joseph R. Swedish) to 114,724,956 (Christine A. Leahy), and Mr. Swedish also drew the most votes against, at 8,776,928. Stockholders also approved, on an advisory basis, the compensation of the company's named executive officers, with 108,937,400 votes for and 6,375,299 against. They ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2022, with 119,777,469 votes for and 1,772,565 against. The meeting also approved a stockholder proposal regarding shareholders' right to act by written consent, with 90,729,746 votes for, 24,293,312 against, and 334,415 abstentions. The filing reports 6,230,183 broker non-votes on each matter where that category applies.

CDW 8-K Report, Financial Results (May 4, 2022)

CDW Corporation furnished an 8-K on May 4, 2022 reporting first quarter 2022 results. Net sales rose 23.0% to $5.95 billion from $4.84 billion, which includes the contribution from the Sirius Computer Solutions acquisition that closed December 1, 2021. Gross profit increased 38.8% to $1.10 billion and gross margin expanded to 18.6% from 16.4%, driven by product mix, a higher mix of Software as a Service revenue, and professional services from recent acquisitions. GAAP operating income rose 19.6% to $386.9 million and GAAP net income rose 7.6% to $250.2 million, or $1.83 per diluted share (up 12.6%). Non-GAAP net income per diluted share was $2.20, up 26.6%. Selling and administrative expenses rose 52.0% to $717 million, reflecting higher payroll, coworker count, and Sirius-related amortization and integration costs. Net interest expense increased to $56 million from $36 million, driven by $2.5 billion of senior notes issued December 1, 2021 to fund the Sirius acquisition. Total debt was $6.60 billion at March 31, 2022, versus $6.86 billion at December 31, 2021. Management reiterated its intention to use cash flow after dividends to reduce debt and reach a 2.5 to 3.0 times net leverage target by the end of 2022, and said it expects to exceed its initial 2022 outlook to outpace US IT market growth by 200 to 300 basis points on a constant currency basis. The Board declared a quarterly cash dividend of $0.50 per common share, payable June 10, 2022 to stockholders of record as of May 25, 2022. The company also said it has returned approximately $5.3 billion to shareholders through share repurchases and dividends since its June 2013 IPO.

CDW 8-K Report, Executive Changes (Apr 19, 2022)

CDW Corporation (CDW) filed this Form 8-K on April 19, 2022 under Item 5.02 to announce a leadership change in its finance organization. Peter R. Locy, age 41, will join CDW as Vice President, Controller and Chief Accounting Officer on May 9, 2022. He is coming from Kemper Corporation, where he served as Senior Vice President – Corporate Controller since March 2020, and he previously held controller and reporting roles at Allianz Global Risks US Insurance Company, CNA Financial Corporation and KPMG LLP. Mr. Locy's compensation package includes an annual base salary of $350,000, an annual bonus target under the Senior Management Incentive Plan of $210,000, and an annual target award under the 2021 Long-Term Incentive Plan of $190,000. He will also receive a one-time restricted stock unit grant with a target value of $276,700 to make up for awards forfeited at his prior employer. He will participate in the Vice President and Director-level Management Compensation Protection Plan, which provides six months of severance payments and benefits, and he must sign a Noncompetition Agreement with six-month noncompetition and twelve-month nonsolicitation restrictions. Ilaria Mocciaro stepped down as Vice President, Controller and Chief Accounting Officer effective April 18, 2022, and will provide transition services until September 2022. Al Miralles, Senior Vice President and Chief Financial Officer, will serve as interim principal accounting officer from April 18, 2022 until Mr. Locy joins on May 9, 2022.

CDW 8-K/A Report, Exhibit Filing (Feb 10, 2022)

CDW Corporation filed this Form 8-K/A to supplement its December 2, 2021 Initial Form 8-K, which reported the completion on December 1, 2021 of its acquisition of Granite Parent, Inc., the indirect parent of Sirius Computer Solutions, Inc. (Sirius). This amendment provides Sirius's audited financial statements for the year ended December 31, 2020 and unaudited statements for the nine months ended September 30, 2021, along with unaudited pro forma condensed combined financial information for CDW giving effect to the acquisition, as required by Item 9.01. The filing states the pro forma information is for informational purposes only and does not project future results. According to the filing, CDW agreed on October 15, 2021 to acquire Sirius for a base purchase price of $2.5 billion in cash, subject to closing adjustments, and total consideration net of cash acquired was approximately $2.4 billion. CDW funded the deal with the proceeds of $2.5 billion of senior unsecured notes issued on December 1, 2021. The preliminary purchase price allocation assigns $1,500 million to goodwill and $1,141 million to acquired intangible assets, primarily customer relationships and trade names, and the filing notes these values remain preliminary and could change materially. On a pro forma basis, the filing shows combined net sales of $16,867 million for the nine months ended September 30, 2021 and $20,659 million for the year ended December 31, 2020, compared with CDW historical net sales of $15,284 million and $18,468 million, respectively. Pro forma net income is $756 million for the nine-month period and $667 million for 2020, versus CDW historical net income of $773 million and $789 million. The pro forma figures include $1,002 million of Sirius debt repaid at closing and a $44 million prepayment penalty, and reflect the reclassification of certain drop-ship revenue to a gross basis, which lowers reported net sales. Pro forma balance sheet total assets are $12,898 million as of September 30, 2021.

CDW 8-K Report, Financial Results (Feb 9, 2022)

CDW Corporation reported fourth quarter 2021 results in an 8-K filed under Item 2.02, furnishing a press release dated February 9, 2022. Net sales for the quarter were $5,536.9 million, up 11.7% from $4,956.2 million a year earlier, and included $197 million of net sales from the Sirius Computer Solutions acquisition, which closed on December 1, 2021. Operating income rose 2.1% to $339.3 million, while net income fell 9.7% to $215.3 million. Diluted GAAP EPS was $1.57, down 4.5%, while Non-GAAP diluted EPS rose 14.0% to $2.08. Non-GAAP operating income was $424.5 million, up 12.9%. For full year 2021, net sales were $20,820.8 million, up 12.7%, and net income was $988.6 million, up 25.4%. Diluted GAAP EPS was $7.04, up 29.2%, and Non-GAAP diluted EPS was $7.97, up 20.9%. Net income for 2021 included a $36 million gain on the sale of an equity method investment. Management said it expects to outpace US IT market growth by 200 to 300 basis points in 2022 on a consolidated, constant currency basis. Under Item 8.01, the Board declared a quarterly cash dividend of $0.50 per common share, payable March 10, 2022 to holders of record on February 25, 2022, a 25 percent increase over the prior year. Management stated that, after financing $2.5 billion for the Sirius acquisition, it will prioritize reducing debt to a net leverage target of 2.5 to 3.0 times, which it expects to reach by the end of 2022, and will put lower priority on acquisitions and share repurchases until then. Total debt was $6,858.5 million at December 31, 2021, versus cash and cash equivalents of $258.1 million.

CDW 8-K Report, Executive Changes (Jan 12, 2022)

CDW Corporation filed this Form 8-K dated January 12, 2022 to report a leadership transition under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The company announced that Elizabeth H. Connelly, Chief Human Resources Officer and Senior Vice President, Coworker Services, will transition to a new role as Senior Vice President, Healthcare of the Company. Ms. Connelly will remain in her current role until a successor is named, so the filing signals an upcoming change in the Chief Human Resources Officer position rather than an immediate departure. The filing does not disclose a successor, compensation changes, or any financial results or operating metrics. For investors, this is a routine executive reassignment with limited immediate financial implication. The key item to monitor is the naming of a successor Chief Human Resources Officer and any related details the company discloses in future filings.

CDW 8-K Report, Material Agreement (Dec 2, 2021)

CDW Corporation reported on Form 8-K that on December 1, 2021, its subsidiary CDW LLC completed the acquisition of Sirius Computer Solutions, Inc. through the purchase of all outstanding equity interests in Granite Parent, Inc., the indirect parent of Sirius, for $2,500,000,000 in cash, subject to certain adjustments. The filing describes Sirius as a provider of secure, mission-critical technology solutions and one of the largest IT solutions integrators in the United States, with 2,600 coworkers. The transaction is expected to accelerate CDW's services and solutions capabilities in Hybrid Infrastructure, Security, Digital and Data Innovation, and Cloud and Managed Services, and add services scale. To fund the deal, CDW entered into two new five-year senior unsecured facilities maturing in 2026: a $1,420.0 million term loan and a $1,600.0 million revolving loan, both led by JPMorgan Chase Bank, N.A. These replace the company's prior senior secured term loan and revolving loan agreements. The term loan amortizes at 2.5% per annum for the first four fiscal quarters beginning with the quarter ending March 31, 2022, and at 5.0% per annum thereafter. Both facilities carry a maximum total net leverage covenant of 4.50:1.00, stepping down to 4.00:1.00 after the fifth fiscal quarter following the closing date. In its press release furnished as Exhibit 99.1, CDW stated the transaction is expected to be accretive to gross margin, non-GAAP operating income margin, and non-GAAP earnings per diluted share. The company reported an initial net leverage ratio of approximately 3.3x and said it will target deleveraging to approximately 2.5x to 3.0x by the end of 2022. The filing states that pro forma and acquired business financial statements will be filed by amendment.