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

Reports
Leadership Changes·Regulation FD·Exhibits & Filings
Filing Date
Filed October 25, 2024
Period End
October 24, 2024
Security
CDW
In the record · 2016–202610-K1110-Q328-K113

CDW filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 113 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Mar ’17Mar ’17
  2. Material agreement8-K · Aug ’20Aug ’20
  3. Leadership change8-K · Feb ’23Feb ’23
  4. Leadership change8-K · Oct ’26Oct ’26

Summary

Summary of the 8-K filed October 25, 2024. Cited figures are marked; the original filing is the authoritative source.

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 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.

Key Highlights

  1. Chris Corley moves from Chief Commercial and Operating Officer to President, International and Vice Chair, effective October 25, 2024, through December 31, 2025, with responsibility for international strategy and businesses.
  2. Liz Connelly assumes additional responsibilities as Chief Commercial Officer, covering U.S. sales, sales enablement, integrated technology solutions, and digital velocity.
  3. From January 1, 2026 through December 31, 2026, Corley serves as Executive Advisor with a $60,000 annual base salary, a $500,000 cash bonus payable in June and December 2026, and an RSU award with a $1,000,000 grant date fair value.
  4. Corley is expected to retire at the end of the Executive Advisor Term on December 31, 2026.
  5. Starting January 1, 2026, Corley loses her Good Reason termination right and is no longer eligible for severance under her Compensation Protection Agreement, except for certain continued medical plan access upon a termination other than for cause.
  6. The change is presented as part of succession planning, with Chair and CEO Chris Leahy highlighting the focus on growth and profitable business development.

Frequently Asked Questions

  1. Who is taking over Chris Corley's commercial responsibilities?

    Liz Connelly will assume additional responsibilities as Chief Commercial Officer, covering U.S. sales, sales enablement, integrated technology solutions, and digital velocity. The filing notes that she joined CDW in 2018 after a career at J.P. Morgan Chase.

  2. What is Corley's new role and how long will it last?

    Corley will serve as President, International and Vice Chair from October 25, 2024 through December 31, 2025. She will be responsible for the company's international strategy and businesses, and her compensation levels will remain unchanged during this period.

  3. What compensation will Corley receive as Executive Advisor in 2026?

    For 2026, Corley will receive an annual base salary of $60,000, a cash bonus of $500,000 payable in equal installments in June and December 2026, and a restricted stock unit award with a grant date fair value of $1,000,000 that vests when the Executive Advisor Term expires, subject to continued employment.

  4. How do the severance terms change for Corley?

    Starting January 1, 2026, Corley will no longer have a right to terminate for Good Reason under her Compensation Protection Agreement and will cease to be eligible for severance benefits under that agreement, other than continued medical plan access in the event of a termination other than for cause. If the company terminates her without cause on or after January 1, 2026, she will receive full payment of the cash bonus and full vesting of the RSU award.

  5. Does the filing report any financial results or guidance?

    No. The filing covers leadership changes and related compensation arrangements. It does not include financial results, guidance, or other financial metrics.