CDW Cdw Corp - 8-K

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 21, 2026, CDW Corporation (the “Company”) held the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to permit stockholder action by written consent (the “Amendment”), as further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2026. The Amendment to the Certificate of Incorporation became effective upon the filing of the Eighth Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware on May 22, 2026. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In connection with the stockholders of the Company approving the Amendment, the Company’s Board of Directors (the “Board”) adopted Amended and Restated Bylaws of the Company (as amended, the “Bylaws”) that clarify that stockholders may act by written consent only to the extent, and subject to the terms and conditions, set forth in the Amended and Restated Certificate of Incorporation, which also became effective on May 22, 2026. The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are attached hereto as Exhibit 3.2 hereto and are incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below.

Proposal 1 — Election of Directors : The stockholders elected the nine directors listed below with terms expiring at the Company’s 2027 Annual Meeting of Stockholders, subject to the election and qualification of their successors, based on the following voting results:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

Name of Nominee

Virginia C. Addicott

111,342,104

1,437,734

1,612,271

6,520,683

James A. Bell

110,869,434

3,448,760

73,915

6,520,683

Lynda M. Clarizio

112,671,059

1,658,785

62,265

6,520,683

Anthony R. Foxx

113,870,605

447,996

73,508

6,520,683

Kelly J. Grier

113,077,672

1,242,663

71,774

6,520,683

Marc E. Jones

113,923,298

394,648

74,163

6,520,683

Christine A. Leahy

109,520,767

4,444,194

427,148

6,520,683

David W. Nelms

109,642,855

4,687,761

61,493

6,520,683

Joseph R. Swedish

112,612,408

1,707,585

72,116

6,520,683

Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation : The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following voting results:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

104,077,745

10,143,765

170,599

6,520,683

Proposal 3 — Ratification of Selection of Independent Registered Public Accounting Firm : The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, based on the following voting results:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

118,479,884

2,338,014

94,894

0

Proposal 4 — Approval of the Amendment to the Company’s Certificate of Incorporation to Permit Stockholder Action by Written Consent : The stockholders approved the amendment to the Company’s Certificate of Incorporation to permit stockholder action by written consent, based on the following voting results:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

112,805,919

1,493,062

93,128

6,520,683

Proposal 5 – Stockholder Proposal Regarding Independent Board Chair Requirements : The stockholders did not approve a stockholder proposal regarding independent board chair requirements, based on the following voting results:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

48,696,005

65,473,510

222,594

6,520,683

Item 9.01

Financial Statements and Exhibits.

Exhibit No.

Description

3 .1

Eighth Amended and Restated Certificate of Incorporation of CDW Corporation

3.2

Amended and Restated Bylaws of CDW Corporation

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)