01—Abstract
Summary
Summary of the 8-K filed May 24, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Annual Meeting held May 21, 2024, with final voting results reported under Item 5.07
- All eleven director nominees elected, with terms expiring at the 2025 Annual Meeting; Christine A. Leahy drew the most votes against (3,899,539)
- Advisory say-on-pay proposal approved: 107,035,024 for, 10,497,841 against, 71,437 abstentions
- Ernst & Young LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2024: 121,349,128 for, 1,895,765 against
- Stockholder proposal on political spending disclosure not approved: 12,399,293 for, 104,679,610 against, 525,399 abstentions
- Broker non-votes of 5,694,064 were recorded on the director election, say-on-pay, and political spending proposals
03—Questions
Frequently Asked Questions
Who was elected to CDW's board of directors at the 2024 Annual Meeting?
Stockholders elected eleven directors: Virginia C. Addicott, James A. Bell, Lynda M. Clarizio, Anthony R. Foxx, Kelly J. Grier, Marc E. Jones, Christine A. Leahy, Sanjay Mehrotra, David W. Nelms, Joseph R. Swedish, and Donna F. Zarcone. Their terms expire at the 2025 Annual Meeting of Stockholders, subject to the election and qualification of their successors.
Did stockholders approve executive compensation?
Yes. The advisory vote on the compensation of the named executive officers received 107,035,024 votes for, 10,497,841 against, and 71,437 abstentions, with 5,694,064 broker non-votes.
Which auditor was ratified for the current fiscal year?
Stockholders ratified Ernst & Young LLP as the company's independent registered public accounting firm for the year ending December 31, 2024. The vote was 121,349,128 for, 1,895,765 against, and 53,473 abstentions.
Why did the political spending proposal fail?
The 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.
04—Continue