CDW Corp 8-K, filed Aug 10, 2021
CDW Corp (CDW)
About this 8-K
CDW Corp filed this 8-K on August 10, 2021, reporting on events of August 6, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
CDW Corporation (“CDW” or the “Company”) today announced that Albert J. Miralles will be joining the Company as its Senior Vice President and Chief Financial Officer, effective September 7, 2021. Mr. Miralles, age 52, will join CDW from CNA Financial Corporation (“CNA”), a commercial property and casualty insurance company, after stepping down as Executive Vice President and Chief Financial Officer, a position he has held since February 2020. Mr. Miralles has been President of CNA Warranty since October 2019 and previously served as Executive Vice President and Chief Risk Officer of the CNA Insurance Companies from January 2018 to October 2019; as President, Long-Term Care of the CNA Insurance Companies from March 2014 to December 2017; and as Senior Vice President and Treasurer of the CNA Insurance Companies from August 2011 to March 2014.
Mr. Miralles’ 2021 compensation will consist of an annual base salary of $650,000, an annual bonus target under the Company’s Senior Management Incentive Plan of $800,000, and a target annual equity award under the Company’s Long-Term Incentive Plan of $2,075,000, with a prorated grant of $700,000 to reflect his service with CDW in 2021 and delivered on the same terms as the Company’s 2021 annual equity awards to the Company’s other executive officers. Additionally, he will receive a one-time cash sign-on bonus of $300,000, subject to repayment in the event of Mr. Miralles’ resignation or termination for cause within one year and, to compensate Mr. Miralles for equity awards forfeited at his prior employer, a one-time grant of restricted stock units with a grant date target value of $2,900,000 and vesting in installments based on Mr. Miralles’ continued service through March 15, 2024. Mr. Miralles and the Company will enter into a compensation protection agreement, noncompetition agreement and indemnification agreement substantially similar to the form of compensation protection agreement filed with the Securities and Exchange Commission as Exhibit 10.8 with the Company’s Form 10-K filed on February 26, 2021, the noncompetition agreement filed with the Securities and Exchange Commission as Exhibit 10.3 with the Company’s Form 8-K filed on March 14, 2016, and the indemnification agreement 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, respectively.
Mr. Miralles has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company, and there are no transactions between Mr. Miralles and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
As previously announced by the Company, Collin B. Kebo, Senior Vice President and Chief Financial Officer, will be retiring from his current position when Mr. Miralles joins the Company. Mr. Kebo will continue to provide services to the Company during a transition period to assist with the transition of his responsibilities to Mr. Miralles.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated August 10, 2021, announcing Albert J. Miralles as Chief Financial Officer | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
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: August 10, 2021 |
By: | /s/ Frederick J. Kulevich | ||||
| Frederick J. Kulevich | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
3
Exhibit 99.1
CDW Names Al Miralles as Chief Financial Officer
Collin Kebo to Retire as Previously Announced
LINCOLNSHIRE, Ill., August 10, 2021 — CDW Corporation (Nasdaq: CDW), today announced that Al Miralles will join CDW as senior vice president and chief financial officer, effective September 7. He will succeed Collin B. Kebo, who previously announced his intention to retire after 13 years with CDW. Miralles will report to Christine A. Leahy, president and chief executive officer.
“Al brings 30 years of financial and operating experience to CDW and a proven track record of successful leadership in driving results across sophisticated services businesses,” said Leahy. “I am confident Al will meaningfully contribute to our continued delivery of market-leading profitable growth and help advance CDW’s rich legacy of financial stewardship.”
Leahy added, “On behalf of our Board of Directors and all our coworkers, once again, I would like to thank Collin for his exceptional leadership and dedication to CDW, and for his commitment to ensuring a smooth transition over the next several months. We wish him all the best in the future.”
Miralles joins CDW from CNA Financial Corporation where he most recently served as Executive Vice President and Chief Financial Officer. Miralles also held the position of President of CNA Warranty and previously served as Executive Vice President and Chief Risk Officer of the CNA Insurance Companies; President, Long Term Care of the CNA Insurance Companies; and Senior Vice President and Treasurer of the CNA Insurance Companies. Prior to joining CNA Financial in 2011, Miralles was Chief Financial Officer of Nationwide Investments at Nationwide Mutual Insurance Company. He holds a B.S., Finance from LaSalle University and an M.B.A., Finance from Temple University.
“I’m thrilled to join the incredible CDW team as we continue to execute our strategy,” said Miralles. “I look forward to working closely with Chris, the leadership team and all coworkers to continue CDW’s impressive growth journey as we solve complex technology challenges for our customers and deliver value for all stakeholders.”
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. A Fortune 500 company and member of the S&P 500 Index, CDW was founded in 1984 and employs over 10,500 coworkers. For the trailing twelve months ended June 30, 2021, CDW generated Net sales of approximately $20 billion. For more information about CDW, please visit www.CDW.com.
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