01—Abstract
Summary
Summary of the 8-K filed May 22, 2025. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Annual Meeting held May 20, 2025; all eleven director nominees were elected to terms expiring at the 2026 Annual Meeting.
- Virginia C. Addicott received the most Votes For (115,843,130) among directors, with 176,748 Votes Against.
- Christine A. Leahy received the fewest Votes For (108,775,582) among directors and had 3,193,003 Abstentions, the highest abstention count reported for any director.
- Advisory say-on-pay proposal passed with 105,709,256 votes For versus 10,154,545 Against.
- Ernst & Young LLP was ratified as independent registered public accounting firm for fiscal 2025 with 118,263,931 votes For versus 2,554,181 Against.
- A stockholder proposal on the right to act by written consent was reported as approved, with 59,071,051 votes For versus 56,860,442 Against and 139,585 Abstentions.
- Broker Non-Votes of 4,786,930 were recorded on the director, say-on-pay, and written consent matters.
03—Questions
Frequently Asked Questions
Which directors were elected at the 2025 Annual Meeting?
Eleven directors were elected with terms expiring at the 2026 Annual Meeting: 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.
Did stockholders approve executive compensation?
Yes. On an advisory basis, stockholders approved the compensation of the named executive officers, with 105,709,256 votes For, 10,154,545 Against, and 207,277 Abstentions.
Was the independent auditor approved?
Yes. Stockholders 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.
What was the outcome of the stockholder proposal on written consent?
The filing reports that stockholders approved the proposal regarding the right to act by written consent. The vote was 59,071,051 For, 56,860,442 Against, and 139,585 Abstentions, with 4,786,930 Broker Non-Votes.
04—Continue