8-K current report · filed May 26, 2026

CDW Corporation (CDW) 8-K Current Report: May 26, 2026

Short answer

CDW Corporation (CDW) filed an 8-K current report with the SEC on May 26, 2026 reporting Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders approved written-consent rights, enabling action without a meeting under certificate-defined conditions.

CDW Corporation 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.03 · Amendments to Articles of Incorporation or Bylaws

  • Stockholders approved written-consent rights, enabling action without a meeting under certificate-defined conditions
  • Eighth Amended and Restated Certificate effective May 22, 2026
  • Amended bylaws align written-consent procedures with the revised certificate
  • Expanded consent rights may accelerate shareholder proposals and increase governance flexibility

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • All nine director nominees elected through 2027, with support ranging from 109.5 million to 113.9 million votes
  • Executive compensation approved advisory, 104.1 million votes for versus 10.1 million against
  • Ernst & Young ratified as independent auditor for 2026, with 118.5 million votes for
  • Written-consent amendment approved, expanding stockholder ability to act without a meeting
  • Independent board chair proposal rejected, 48.7 million votes for versus 65.5 million against

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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