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 November 10 and 11, 2022, CDW Corporation (the “Company”) entered into Compensation Protection Agreements with Christine A. Leahy, Albert J. Miralles, Sona Chawla, Christina M. Corley, and Elizabeth H. Connelly (each, a “Named Executive Officer”), effective as of January 1, 2023, which replaced and are substantially similar to the Compensation Protection Agreements previously in effect, which were scheduled to expire on January 1, 2023. Under each Compensation Protection Agreement, the Named Executive Officer is entitled to severance benefits upon a qualifying termination of employment with the Company and its subsidiaries, subject to the Named Executive Officer’s compliance with certain restrictive covenants, including covenants relating to non-competition.
Such Compensation Protection Agreements were replaced to extend the expiration date of each such agreement by three years — from January 1, 2023 to January 1, 2026 — and to make certain other administrative changes.
The foregoing is only a summary of the modified terms of the Compensation Protection Agreements and does not purport to be complete, and is qualified in its entirety by reference to the form of Compensation Protection Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Form of Compensation Protection Agreement (effective on and after January 1, 2023). | |
| 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: November 14, 2022 | By: | /s/ Frederick J. Kulevich | ||||
| Frederick J. Kulevich | ||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||