Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2014




(Exact name of registrant as specified in its charter)




Delaware   001-35985   26-0273989

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


200 N. Milwaukee Avenue

Vernon Hills, Illinois

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 465-6000


(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))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

On January 27, 2014, the board of directors of CDW Corporation (the “Company”) expanded the size of the Company’s board of directors from nine to ten members and appointed David W. Nelms as a Class I director. As a Class I director, Mr. Nelms will stand for re-election when his initial term expires at the Company’s annual meeting of stockholders on May 22, 2014. The Company’s board of directors appointed Mr. Nelms to serve on the nominating and corporate governance committee and expects to appoint Mr. Nelms to serve on the audit committee later this year.

Consistent with the Company’s non-employee director compensation policy, Mr. Nelms will receive an annual cash retainer of $75,000 paid quarterly in arrears (prorated for calendar year 2014) and an annual equity grant of restricted stock units in an amount equal to $125,000 subject to a one-year time-based vesting schedule. In connection with his appointment, Mr. Nelms and the Company will enter into the Company’s standard indemnification agreement, the form of which was filed with the Securities and Exchange Commission as Exhibit 10.32 with the Company’s Amendment No. 2 to Form S-1 filed on June 14, 2013 (Reg. No. 333-187472).

There are no arrangements or understandings between Mr. Nelms and any other person pursuant to which Mr. Nelms was appointed as a director, and there are no transactions between Mr. Nelms and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Nelms is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.



99.1    Press release dated January 27, 2014, announcing the appointment of Mr. Nelms.


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.


Date: January 28, 2014     By:  

/s/ Ann E. Ziegler

      Ann E. Ziegler
      Senior Vice President and Chief Financial Officer



Exhibit No.



99.1    Press release dated January 27, 2014, announcing the appointment of Mr. Nelms.