Corporate GovernanceMay 26, 2026, 04:08 PM
CDW Stockholders Approve Written Consent Amendment to Certificate
AI Summary
CDW Corporation held its 2026 Annual Meeting of Stockholders where an amendment to the Company's Certificate of Incorporation was approved, permitting stockholder action by written consent. This amendment, along with corresponding changes to the Bylaws, became effective on May 22, 2026. Additionally, stockholders elected nine directors, approved named executive officer compensation on an advisory basis, and ratified Ernst & Young LLP as the independent auditor for the year ending December 31, 2026. A stockholder proposal concerning independent board chair requirements was not approved.
Key Highlights
- CDW stockholders approved an amendment to the Certificate of Incorporation to permit stockholder action by written consent with 112,805,919 votes For.
- The Eighth Amended and Restated Certificate of Incorporation became effective on May 22, 2026.
- Amended and Restated Bylaws clarifying written consent terms also became effective on May 22, 2026.
- Nine directors were elected to serve until the 2027 Annual Meeting.
- Named executive officer compensation was approved on an advisory basis with 104,077,745 votes For.
- Ernst & Young LLP was ratified as the independent auditor for 2026 with 118,479,884 votes For.
- A stockholder proposal regarding independent board chair requirements was not approved, receiving 65,473,510 votes Against.
Price Impact
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