CDW Corp 8-K, filed Oct 25, 2024
CDW Corp (CDW)
About this 8-K
CDW Corp filed this 8-K on October 25, 2024, reporting on events of October 24, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
On October 24, 2024, CDW Corporation (the “Company”) and Christina M. Corley, the Company’s current Chief Commercial and Operating Officer, agreed that Ms. Corley will transition to the role of President, International and Vice Chair of the Company, effective October 25, 2024 through December 31, 2025, with responsibility for the Company’s international strategy and businesses. From January 1, 2026 through December 31, 2026 (the “Executive Advisor Term”), Ms. Corley 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 key customer and partner strategy, M&A, and leadership development and coaching. Ms. Corley is expected to retire from the Company at the end of the Executive Advisor Term.
On October 24, 2024, the Company and Ms. Corley entered into a letter agreement memorializing the terms of her continued service with the Company. While serving as President, International and Vice Chair, Ms. Corley’s compensation levels will remain unchanged. For her service as Executive Advisor, Ms. Corley’s annual base salary will be $60,000 and she will be eligible to receive a cash bonus of $500,000, payable in equal installments in June and December 2026, and a restricted stock unit award with a grant date fair value of $1,000,000, vesting on the expiration of the Executive Advisor Term, subject to her continued employment through such date. Upon any termination of Ms. Corley by the Company without cause on or after January 1, 2026, Ms. Corley will be entitled to payment in full of the cash bonus, payable within 60 days following such termination, and full vesting of the restricted stock unit award. In addition, Ms. Corley will no longer have a right to terminate employment due to Good Reason under her Compensation Protection Agreement, and as of January 1, 2026, Ms. Corley will cease to be eligible for severance benefits under her Compensation Protection Agreement other than certain continued medical plan access in the event of a termination other than for cause. The foregoing is only a summary of the material terms of the letter agreement with Ms. Corley 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 October 25, 2024 announcing the transition described in Item 5.02, which is furnished hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Letter Agreement, dated October 24, 2024, by and between CDW Corporation and Christina M. Corley. | |
| 99.1 | Press release dated October 25, 2024. | |
| 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.
| CDW CORPORATION | ||||||
| Date: October 25, 2024 | By: | /s/ Frederick J. Kulevich | ||||
| Frederick J. Kulevich | ||||||
| Senior Vice President, General Counsel 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
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October 24, 2024
Christina M. Corley
By email
| Re: | Mutual Letter of Understanding |
Dear Chris:
On behalf of CDW Corporation (the “Company”) and its Board of Directors, I want to thank you for your many years of service to the Company, during which you have demonstrated remarkable leadership and have made immeasurable contributions to the Company. We appreciate your willingness to provide continued support and expertise to the Company, our coworkers, and our customers.
This letter of understanding sets forth the terms under which the Company and you agree to your continued employment with the Company (the “Engagement”). From October 25, 2024 through December 31, 2025, you will serve as President, International and Vice Chair under your current terms and conditions of employment, including your current pay and benefits. From January 1, 2026 through December 31, 2026 (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 President, International and Vice Chair, you will have responsibility for the Company’s international strategy and businesses. 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 key customer and partner strategy, M&A, and leadership development and coaching. You will be engaged for a minimum of 20 hours per week.
Effective January 1, 2026, you will no longer be a corporate officer or member of the Executive Committee of the Company or its subsidiaries or affiliates.
Base Salary:
Your annual base salary will remain unchanged through December 31, 2025 and, effective January 1, 2026, your annual base salary will be $60,000, paid through CDW’s normal payroll process.
Cash Bonus:
For the 2024 and 2025 performance years, 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 2026 SMIP; however, as an inducement for you to remain as an Executive Advisor to the Company, during the Executive Advisor Term, you will be eligible for a $500,000 cash bonus, which will be paid one-half on the last pay date in June 2026 and one-half on the last pay date in December 2026, subject to your continued service as Executive Advisor through the applicable payment date and subject to payment in full within 60 days following a termination by the Company without Cause (as defined in your Compensation Protection Agreement (“CPA”)) on or after January 1, 2026.
Equity Awards:
You will be eligible for 2025 long-term incentive awards with a total target value equal to your 2024 total target value and delivered in the same vehicles and mix as the long-term incentive grants to members of the Company’s Executive Committee. Your 2025 long-term incentive awards will be subject to the terms of the Company’s 2021 Long-Term Incentive Plan (the “LTIP”) and the Company’s standard form of equity award agreements, provided that your 2025 performance stock unit award will be eligible for full vesting based on actual performance following your retirement from the Company. You will not be eligible to participate in the Company’s 2026 long-term incentive program; however, as an inducement for you to remain with the Company as an Executive Advisor, you will be eligible to receive restricted stock units (“RSUs”) in December 2025 with a total target value equal to $1,000,000. The RSUs will vest 100% on December 31, 2026, subject to your continued employment through the vesting date, and will not be eligible for vesting upon retirement prior to the vesting date. Your RSU award will also be subject to the LTIP and the Company’s standard form of equity award agreement with full vesting upon a termination by the Company without Cause (as defined in your CPA).
Outstanding Long-Term Incentive Plan Equity:
Your outstanding equity awards will continue to vest during your period of service with the Company 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 December 31, 2025, provided that you acknowledge that your change in role to President, International and Vice Chair 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 January 1, 2026, you will cease to be eligible for severance benefits under your CPA other than continued access to the Company’s medical plan that you are eligible to receive in the event of a termination of employment for any reason other than a termination by the Company for Cause (as defined in your CPA), as contemplated in your CPA.
End of Engagement:
Except as otherwise mutually agreed to by the parties, the Engagement and your employment with the Company will end on December 31, 2026.
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.
2
Chris, we are delighted to continue to benefit from your deep understanding of our business and our coworkers and your invaluable perspective on our path forward. I look forward to continuing our work together.
Best regards,
/s/ Christine A. Leahy
Christine A. Leahy
Chair, President and Chief Executive Officer
| Accepted and agreed: | ||||
| /s/ Christina M. Corley | October 24, 2024 | |||
| Christina M. Corley | Date | |||
3
Exhibit 99.1
Press Release
CDW Announces Succession Plan for Chief Commercial and Operating Officer
Vernon Hills, IL – October 25, 2024 – CDW, 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, today announced changes to its executive leadership team as part of its ongoing commitment to thoughtful succession planning and future growth.
Chief Commercial and Operating Officer Chris Corley will step down from her current responsibilities in advance of her future retirement, transitioning into a new role of President, International and Vice Chair. In this role, she will work closely with Chair and Chief Executive Officer, Chris Leahy, on critical priorities aimed at accelerating the company’s growth strategy. One of her initial focus areas will be CDW’s international strategy, including responsibility for the company’s international businesses.
In conjunction with Chris Corley’s transition, CDW announced that Liz Connelly will assume additional responsibilities as Chief Commercial Officer, responsible for U.S. sales, sales enablement, integrated technology solutions, and digital velocity. Liz joined CDW in 2018 following a highly successful career at J.P. Morgan Chase, where she managed complex businesses at scale through transformative periods. She has consistently demonstrated her staunch customer focus, and innovative and results-oriented leadership during her tenure at CDW and the company looks forward to her continued contributions in this expanded role.
“When we apply top talent in a focused manner to our most important business priorities, we make real progress,” said Chris Leahy, Chair and Chief Executive Officer. “I feel privileged that we have strong leaders like Chris and Liz who are relentlessly customer-focused, results-oriented developers of talent, who will drive progress in the areas that are critical to the profitable growth of our business.”
About CDW
CDW Corporation 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 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.
Investor Inquiries
Steven O’Brien
Vice President, Investor Relations
(847) 968-0238
investorrelations@cdw.com
Media Inquiries
Sara Granack
Vice President, Corporate Communications
(847) 419-7411
mediarelations@cdw.com