01—Abstract
Summary
Summary of the 8-K filed May 26, 2026. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Stockholders approved an amendment permitting stockholder action by written consent, effective with the Eighth Amended and Restated Certificate of Incorporation filed May 22, 2026.
- The Board adopted Amended and Restated Bylaws clarifying that written consent is available only to the extent set out in the certificate of incorporation.
- All nine director nominees were elected to terms expiring at the 2027 Annual Meeting; the written consent amendment received 112,805,919 votes for and 1,493,062 against.
- Say-on-pay advisory vote: 104,077,745 votes for, 10,143,765 against, 170,599 abstentions and 6,520,683 broker non-votes.
- Ernst & Young LLP was ratified as independent registered public accounting firm for fiscal 2026 with 118,479,884 votes for and 2,338,014 against.
- A stockholder proposal regarding independent board chair requirements failed, with 48,696,005 votes for and 65,473,510 against.
03—Questions
Frequently Asked Questions
What did stockholders approve regarding written consent?
Stockholders approved an amendment to the Seventh Amended and Restated Certificate of Incorporation to permit stockholder action by written consent. The Eighth Amended and Restated Certificate of Incorporation took effect upon filing with Delaware on May 22, 2026, and the bylaws were amended to state that written consent is available only as provided in the certificate.
When was the annual meeting held and who was elected?
The 2026 Annual Meeting of Stockholders was held on May 21, 2026. Nine directors were elected, including Virginia C. Addicott, James A. Bell, Lynda M. Clarizio, Anthony R. Foxx, Kelly J. Grier, Marc E. Jones, Christine A. Leahy, David W. Nelms and Joseph R. Swedish, with terms expiring at the 2027 Annual Meeting.
Did stockholders approve executive compensation?
Yes. In the advisory vote on named executive officer compensation, 104,077,745 votes were cast for, 10,143,765 against, 170,599 abstained and 6,520,683 were broker non-votes.
Which auditor was ratified and was the board chair proposal approved?
Ernst & Young LLP was ratified as independent registered public accounting firm for the year ending December 31, 2026. The stockholder proposal regarding independent board chair requirements was not approved, receiving 48,696,005 votes for and 65,473,510 against.
04—Continue