01—Abstract
Summary
Summary of the 8-K filed October 19, 2026. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Board expanded from nine to ten directors; Saranga (Sam) Balaji appointed effective immediately, with the appointment dated October 15, 2026.
- Board determined Mr. Balaji is independent under Nasdaq Global Select Market listing standards.
- Mr. Balaji joins the Audit Committee.
- He will receive a prorated portion of annual non-employee director compensation, as described in the April 10, 2026 proxy statement.
- He will enter into the company's standard indemnification agreement.
- Per the press release, he previously served as Global Chief Executive Officer of Consulting & Advisory at Deloitte and currently sits on the BlackLine board.
- The filing reports no related-person transactions and no arrangements under which he was selected as a director.
03—Questions
Frequently Asked Questions
Who is the new director and what is his background?
Saranga (Sam) Balaji. According to the press release furnished as Exhibit 99.1, he has more than three decades of experience in technology, advisory and global business leadership. He most recently served as Global Chief Executive Officer of Consulting & Advisory at Deloitte, and he currently serves on the board of BlackLine, a financial and accounting cloud software provider.
Is the new director independent, and which committee will he serve on?
The Board has determined that Mr. Balaji is independent for purposes of the Nasdaq Global Select Market listing standards. He will serve on the Board's Audit Committee.
How will the new director be compensated?
He will receive a prorated portion of the annual compensation paid to the company's non-employee directors. The filing refers to the company's definitive proxy statement filed April 10, 2026 for a summary of that compensation. He will also enter into the company's standard indemnification agreement.
Are there any related-party transactions or special arrangements tied to the appointment?
The filing states there are no arrangements or understandings between Mr. Balaji and any other persons under which he was selected as a director. It also states he does not have a direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
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