cdw-202608030001402057Vernon HillsIllinoisFalseAugust 3, 2026001-3598500014020572026-08-032026-08-03
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): August 3, 2026
______________________________
CDW CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
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| Delaware | | 001-35985 | | 26-0273989 |
(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:
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| ☐ | 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 class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | CDW | Nasdaq 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2026, Albert J. Miralles, Chief Financial Officer and Executive Vice President, Enterprise Business Operations, informed CDW Corporation (the “Company”) of his intention to retire in 2027 following the completion of an orderly transition. Mr. Miralles and the Company have agreed that Mr. Miralles will remain in his current role until a successor is named to the Chief Financial Officer role and will then serve in an advisory capacity to ensure a smooth transition. Mr. Miralles will continue full-time employment with the Company through his March 31, 2027 retirement and then will continue to provide services to the Company on a part-time basis through March 31, 2028. From the date of appointment of a successor through March 31, 2028 (the “Executive Advisor Term”), Mr. Miralles will serve as Executive Advisor to the Company, supporting the priorities that are most critical to accelerating the Company’s growth strategy, with a particular focus in the areas of Geared for Growth initiatives, investor relations support, M&A, and leadership development and coaching. Mr. Miralles’s employment with the Company is expected to end at the conclusion of the Executive Advisor Term.
On August 4, 2026, the Company and Mr. Miralles entered into a letter agreement memorializing the terms of his continued service with the Company. Mr. Miralles’s current compensation levels will remain unchanged through March 31, 2027, and he will be eligible to earn an annual cash incentive award for fiscal year 2026 and an annual cash incentive award for fiscal year 2027 that will be prorated through March 31, 2027. For the period from April 1, 2027, through March 31, 2028, Mr. Miralles’s annual base salary will be $60,000 and he will not be eligible to earn an annual cash incentive award. Mr. Miralles will not be eligible to participate in the 2027 or 2028 long-term incentive program. Mr. Miralles will continue to be subject to his Compensation Protection Agreement (“CPA”) through March 31, 2027. In addition, Mr. Miralles will no longer have a right to terminate employment due to Good Reason (as defined in his CPA) under his CPA, and as of March 31, 2027, Mr. Miralles will cease to be eligible for severance benefits under his CPA. The foregoing is only a summary of the material terms of the letter agreement with Mr. Miralles and does not purport to be complete and is qualified in its entirety by reference to the letter agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on August 5, 2026, announcing the transition described in Item 5.02, a copy of which is furnished hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. | | Description |
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| 104 | | | Cover 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.
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| | | CDW CORPORATION |
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| Date: | August 5, 2026 | | By: | /s/ Frederick J. Kulevich |
| | | | Frederick J. Kulevich |
| | | | Chief Legal Officer, Executive Vice President, Risk and Compliance, and Corporate Secretary |
Exhibit 10.1
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One CDW Way 200 N. Milwaukee Avenue Vernon Hills, IL 60061
Phone: 847.465.6000 Fax: 847.465.6800 Toll-free: 800.800.4239
CDW.com |
|
August 4, 2026
Albert J. Miralles
By email
Re: Mutual Letter of Understanding
Dear Al:
On behalf of CDW Corporation (the “Company”) and its Board of Directors, I want to thank you for your service to the Company. We appreciate your willingness to provide continued support and expertise to the Company after your retirement as Chief Financial Officer and Executive Vice President, Enterprise Business Operations.
This letter of understanding sets forth the terms under which the Company and you agree to your continued employment with the Company (the “Engagement”). You will continue to be employed as Chief Financial Officer and Executive Vice President, Enterprise Business Operations under your current terms and conditions of employment, including your current pay and benefits, until your successor is appointed into the role of Chief Financial Officer. From the date of appointment of your successor through March 31, 2028 (the “Executive Advisor Term”), you will serve as Executive Advisor to the Company, with the compensation adjustments as set forth below.
Terms and Conditions of the Engagement
Duties and Responsibilities:
As Executive Advisor, you will support the priorities that are most critical to accelerating our growth strategy, with a particular focus in the areas of Geared for Growth initiatives, investor relations support, M&A, and leadership development and coaching. From the date of appointment of your successor through March 31, 2027, you will continue to be engaged for a minimum of 40 hours per week. From April 1, 2027, through March 31, 2028, you will be engaged for a minimum of 20 hours per week.
Effective as of the date your successor is appointed into the role of Chief Financial Officer, you will no longer be a corporate officer of the Company or its subsidiaries or affiliates.
Base Salary:
Your annual base salary will remain unchanged through March 31, 2027, and, effective April 1, 2027, your annual base salary will be $60,000, paid through CDW’s normal payroll process.
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CDW Business – Authorized Use Only |
Cash Bonus:
For the 2026 performance year, and for the pro rata portion of the 2027 performance year through March 31, 2027, you will remain eligible to participate in the Company’s Senior Management Incentive Plan (“SMIP”), with no change to your target bonus opportunity and any payout subject to the terms of the SMIP, including the achievement of the underlying performance goals. You will not be eligible to participate in the remainder of the 2027 SMIP or the 2028 SMIP.
Long-Term Incentive Plan Equity:
You will not be eligible to participate in the Company’s 2027 or 2028 long-term incentive program. Your outstanding equity awards will continue to vest during your period of service with the Company as Executive Advisor in accordance with the terms of the LTIP and the underlying equity award agreements and will be eligible for retirement vesting in accordance with their terms.
Benefit Programs:
You will continue to be eligible for the Company’s benefit programs, including medical, dental, vision, life, short-term disability, and long-term disability, as well as the Executive Health Program, in each case, in accordance with their terms.
You will also continue to be eligible to participate in the Company’s 401(k) and Profit Sharing Plan.
Compensation Protection Agreement:
You will continue to be subject to your CPA through March 31, 2027, provided that you acknowledge that your change in role to Senior Advisor and the associated change in responsibilities and duties does not constitute a basis to terminate for Good Reason (as defined in your CPA). In addition, as consideration for your continued Engagement under the terms set forth herein, you agree that you shall no longer have a right to terminate employment due to Good Reason under your CPA. As of March 31, 2027, you will cease to be eligible for severance benefits under your CPA.
Certification:
So long as you serve as the Chief Financial Officer during or for a portion of a relevant reporting period, upon request of the Company, you agree to provide financial certifications in good faith for the Company’s 10-K and 10-Q filings or to allow for your successor to make such financial certifications.
End of Engagement:
Except as otherwise mutually agreed to by the parties, the Engagement and your employment with the Company will end on March 31, 2028.
Additional Information
For the LTIP and benefit programs mentioned above, the plan documents and any applicable award agreements for each control eligibility and the terms of the benefit. Further, you acknowledge that you shall remain subject to any non-competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) covenant by which you are bound under any agreement between you and the Company and its subsidiaries. Further, since you will remain employed through the Engagement your obligations under your Noncompetition Agreement do not begin to run until your employment ends.
* * * * * * * * *
If the terms and conditions in this letter are acceptable to you, please sign below and return a signed copy.
Al, we are delighted to continue to benefit from your deep understanding of our business. I look forward to continuing our work together.
Best regards,
Christine A. Leahy
Chair, President, and Chief Executive Officer
Accepted and agreed:
/s/ Albert J. Miralles August 4, 2026____________
Albert J. Miralles Date
CDW Announces CFO Transition
Albert J. Miralles to retire in 2027 upon completion of a planned transition
VERNON HILLS, Ill., August 5, 2026 – CDW Corporation (Nasdaq: CDW) announced today that Albert J.
Miralles, chief financial officer, plans to retire in 2027 following the completion of an orderly transition. Mr. Miralles will remain in his current role until his successor is appointed and will then continue to serve in an advisory capacity to ensure a smooth transition. The search for a successor is currently underway.
“Al is an exceptional leader and colleague who has played an instrumental role in CDW’s transformation and in the development and execution of our growth strategy,” said Christine A. Leahy, chair and chief executive officer, CDW. “The teams he has led over the last five years have done remarkable work building a strong foundation for future growth. As he plans to retire in 2027 after an impactful 35-year career, I want to thank Al for his many contributions to our success, and we look forward to continuing to benefit from his expertise as we execute a seamless transition."
Mr. Miralles said: “It has been a privilege to serve as chief financial officer for CDW over the last five years. I’m proud of what our team has accomplished together and how CDW has continued to evolve – helping our customers achieve meaningful outcomes while transforming our own business and delivering growth and profitability for our shareholders. As I approach retirement, I am committed to supporting a smooth transition and ensuring the company is well positioned for continued success.”
About CDW
CDW Corporation (Nasdaq: CDW) is a leading multi-brand provider of information technology solutions to business, government, education, and healthcare customers in the United States, the United Kingdom, and Canada. CDW helps its customers to navigate an increasingly complex IT market and maximize return on their technology investments. For more information about CDW, please visit www.CDW.com.
Contacts
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Investor Inquiries Steve O’Brien Senior Vice President, Investor Relations +1 (303) 378-8339 | Media Inquiries Amy Sarosiek Senior Vice President, Chief Communications Officer +1 (847) 975-3014 |
