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CDW (NASDAQ: CDW) stockholders approve charter change for written-consent rights

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CDW Corporation reported results from its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the Seventh Amended and Restated Certificate of Incorporation to permit stockholder action by written consent. This amendment became effective when the Eighth Amended and Restated Certificate of Incorporation was filed in Delaware on May 22, 2026.

In connection with this approval, the Board adopted Amended and Restated Bylaws clarifying that stockholders may act by written consent only as allowed under the updated certificate, also effective May 22, 2026. Stockholders elected the company’s director nominees and voted on additional proposals, with detailed vote totals reported, including significant levels of broker non-votes on certain items.

Positive

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Negative

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Insights

CDW adds written-consent rights while tightly defining how they can be used.

The Annual Meeting introduced a notable governance change: stockholders may now act by written consent, as permitted under the Eighth Amended and Restated Certificate of Incorporation. The Board simultaneously adopted Amended and Restated Bylaws that limit this right to the specific terms in the updated charter.

This combination expands formal stockholder tools while keeping procedures controlled through charter and bylaw language. Directors were elected with large majorities, and other proposals received clear outcomes based on disclosed vote totals, suggesting broad participation. The overall impact is structural rather than financial, shaping how future corporate actions can be initiated and approved.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director vote – Virginia C. Addicott 111,342,104 votes for 2026 Annual Meeting director election
Director vote – Christine A. Leahy 109,520,767 votes for 2026 Annual Meeting director election
Proposal vote block 1 104,077,745 votes for Stockholder proposal with 10,143,765 against, 170,599 abstentions, 6,520,683 broker non-votes
Proposal vote block 2 118,479,884 votes for Proposal with 2,338,014 against and 94,894 abstentions, no broker non-votes
Proposal vote block 3 112,805,919 votes for Proposal with 1,493,062 against, 93,128 abstentions, 6,520,683 broker non-votes
Proposal vote block 4 48,696,005 votes for Proposal with 65,473,510 against, 222,594 abstentions, 6,520,683 broker non-votes
Eighth Amended and Restated Certificate of Incorporation regulatory
"effective upon the filing of the Eighth Amended and Restated Certificate of Incorporation"
Amended and Restated Bylaws regulatory
"the Board adopted Amended and Restated Bylaws of the Company"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
broker non-votes financial
"1,612,271 | 6,520,683 Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
Vernon HillsIllinois0001402057FalseMay 21, 2026--12-3100014020572026-05-212026-05-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  May 21, 2026
cdw-2023-red logo.jpg
_______________________________
CDW CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
Delaware001-3598526-0273989
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
200 N. Milwaukee Avenue 
Vernon Hills, Illinois
60061
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (847) 465-6000
None
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareCDWNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.03Amendments 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 5.07Submission 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
 111,342,1041,437,7341,612,2716,520,683
James A. Bell
 110,869,4343,448,76073,9156,520,683
Lynda M. Clarizio
 112,671,0591,658,78562,2656,520,683
Anthony R. Foxx
 113,870,605447,99673,5086,520,683
Kelly J. Grier
 113,077,6721,242,66371,7746,520,683
Marc E. Jones
 113,923,298394,64874,1636,520,683
Christine A. Leahy
 109,520,7674,444,194427,1486,520,683
David W. Nelms
 109,642,8554,687,76161,4936,520,683
Joseph R. Swedish
 112,612,4081,707,58572,1166,520,683
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
 AbstentionsBroker
Non-Votes
118,479,8842,338,01494,8940

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
112,805,9191,493,06293,1286,520,683
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
48,696,00565,473,510222,5946,520,683
Item 9.01Financial 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
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 CDW CORPORATION
  
Date: May 26, 2026By:/s/ Frederick J. Kulevich
  Frederick J. Kulevich
  Chief Legal Officer, Executive Vice President, Risk and Compliance, and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What governance change did CDW (CDW) stockholders approve at the 2026 Annual Meeting?

CDW stockholders approved an amendment to allow stockholder action by written consent. The change is embedded in the Eighth Amended and Restated Certificate of Incorporation, which became effective May 22, 2026, and is paired with updated bylaws that define how written consents may be used.

When did CDW’s amended Certificate of Incorporation and bylaws become effective?

The amended Certificate of Incorporation and bylaws became effective on May 22, 2026. Effectiveness occurred upon filing the Eighth Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, and the Amended and Restated Bylaws took effect on the same date.

How did CDW disclose director election results from the 2026 Annual Meeting?

CDW reported detailed vote counts for each director nominee. For example, Virginia C. Addicott received 111,342,104 votes for, 1,437,734 against, 1,612,271 abstentions, and 6,520,683 broker non-votes, with similar disclosures for other nominees elected at the meeting.

Did CDW’s 2026 Annual Meeting include stockholder votes beyond director elections?

Yes, several additional proposals were submitted to stockholders. The company reported separate vote totals, including one proposal with 118,479,884 votes for, 2,338,014 against, and 94,894 abstentions, and another with 48,696,005 for versus 65,473,510 against, plus broker non-votes where applicable.

Where can investors find the full text of CDW’s amended charter and bylaws?

The full texts are filed as exhibits to the report. The Eighth Amended and Restated Certificate of Incorporation appears as Exhibit 3.1, and the Amended and Restated Bylaws as Exhibit 3.2, both incorporated by reference in the company’s disclosure.

Filing Exhibits & Attachments

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