CDW Corp Files DEF 14A with Executive Compensation Details

Ticker: CDW · Form: DEF 14A · Filed: Apr 10, 2024 · CIK: 1402057

Sentiment: neutral

Topics: CDW Corp, DEF 14A, Executive Compensation, Stock Awards, SEC Filing

TL;DR

<b>CDW Corporation has filed its DEF 14A, detailing executive compensation and stock award information for the fiscal year 2023.</b>

AI Summary

CDW Corp (CDW) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. CDW Corporation filed a DEF 14A form on April 10, 2024. The filing covers the fiscal year ending December 31, 2023. It includes details on stock option and stock awards granted, vested, and outstanding. Data is presented for fiscal years 2023, 2022, and 2021. The company's principal executive offices are located at 200 N Milwaukee Avenue, Vernon Hills, IL.

Why It Matters

For investors and stakeholders tracking CDW Corp, this filing contains several important signals. This filing provides transparency into the executive compensation structure, including stock awards and options, which can influence investor perception of management alignment and company performance. The detailed breakdown of stock award values and changes over fiscal years 2021-2023 allows for analysis of compensation trends and potential future dilution or equity impact.

Risk Assessment

Risk Level: low — CDW Corp shows low risk based on this filing. The filing is a routine DEF 14A, primarily disclosing executive compensation and related stock award information, with no immediate financial or operational performance indicators presented.

Analyst Insight

Review the executive compensation details and stock award grants to understand potential impacts on shareholder equity and management incentives.

Key Numbers

Key Players & Entities

FAQ

When did CDW Corp file this DEF 14A?

CDW Corp filed this Proxy Statement (DEF 14A) with the SEC on April 10, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CDW Corp (CDW).

Where can I read the original DEF 14A filing from CDW Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CDW Corp.

What are the key takeaways from CDW Corp's DEF 14A?

CDW Corp filed this DEF 14A on April 10, 2024. Key takeaways: CDW Corporation filed a DEF 14A form on April 10, 2024.. The filing covers the fiscal year ending December 31, 2023.. It includes details on stock option and stock awards granted, vested, and outstanding..

Is CDW Corp a risky investment based on this filing?

Based on this DEF 14A, CDW Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, primarily disclosing executive compensation and related stock award information, with no immediate financial or operational performance indicators presented.

What should investors do after reading CDW Corp's DEF 14A?

Review the executive compensation details and stock award grants to understand potential impacts on shareholder equity and management incentives. The overall sentiment from this filing is neutral.

How does CDW Corp compare to its industry peers?

CDW Corporation operates in the IT solutions and services sector, providing a broad range of technology products and services to businesses, government, education, and healthcare organizations.

Are there regulatory concerns for CDW Corp?

The DEF 14A filing is a proxy statement required by the SEC for publicly traded companies, used to solicit shareholder votes and provide information on corporate governance and executive compensation.

Industry Context

CDW Corporation operates in the IT solutions and services sector, providing a broad range of technology products and services to businesses, government, education, and healthcare organizations.

Regulatory Implications

The DEF 14A filing is a proxy statement required by the SEC for publicly traded companies, used to solicit shareholder votes and provide information on corporate governance and executive compensation.

What Investors Should Do

  1. Analyze the fair value of stock options and awards granted in fiscal year 2023.
  2. Compare the stock award data for 2023 against 2022 and 2021 to identify trends.
  3. Review any disclosed executive compensation policies or changes mentioned in the filing.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine disclosure of executive compensation and shareholder meeting information, and does not represent a change in financial reporting compared to previous periods.

Filing Stats: 4,425 words · 18 min read · ~15 pages · Grade level 15.4 · Accepted 2024-04-10 09:02:41

Key Financial Figures

Filing Documents

Business

Business Overview 7 Our Business Performance 8 Corporate Governance Highlights 10 Board Highlights 11

Executive Compensation Highlights

Executive Compensation Highlights 12 Our Executive Compensation Practices 13 2023 Say-on-Pay Vote 13 Corporate Governance 14 Corporate Governance Highlights 14 Environmental, Social and Governance 15 Independence of Our Board of Directors 17 Board of Directors Leadership Structure 17 Lead Independent Director 18 Board and Committee Meetings 18 Board Committees 18 Oversight of Strategy 20 Oversight of Risk 20 Oversight of ESG 21 Oversight of Human Capital Management 21 Code of Business Conduct and Ethics 21 Political Contributions: Reaffirming our Long-standing Practice Not to Make Political Contributions 21 Hedging, Short Sales and Pledging Policies 22

Executive Compensation Policies

Executive Compensation Policies and Practices 22 Communications with the Board of Directors 22 Compensation Committee Interlocks and Insider Participation 22 Related Person Transactions 23 PROPOSAL 1— Election of Directors 24 Director Nomination Process 24 Director Qualifications 24 2024 Nominees for Election to the Board of Directors 27 Director Compensation 33 Elements of Director Compensation 33 Lead Independent Director and Nominating and Corporate Governance Committee Chair Compensation 33 Stock Ownership Guidelines 33 2023 Director Compensation Table 34 of Our Common Stock 35 PROPOSAL 2— Advisory Vote to Approve Named Executive Officer Compensation 37 Compensation Discussion and Analysis 38 Our Named Executive Officers 38 Overview 39 What We Pay And Why 42 How We Make Executive Compensation Decisions 48 Compensation Committee Report 50 2023

Executive Compensation

Executive Compensation 51 2023 Summary Compensation Table 51 2023 Grants of Plan-Based Awards Table 52 2023 Outstanding Equity Awards at Fiscal Year-End Table 53 2023 Option Exercises and Stock Vested Table 54 2023 Nonqualified Deferred Compensation Table 54 2023 Potential Payments Upon Termination or Change in Control 55 Pay Ratio 59 Pay Versus Performance 59 Equity Compensation Plan Information 64 PROPOSAL 3— Ratification of Selection of Independent Registered Public Accounting Firm 65 Engagement of Independent Registered Public Accounting Firm 65 Fees Paid to EY 66 Audit Committee Approval Policies and Procedures 66 Audit Committee Report 67 PROPOSAL 4— Stockholder Proposal Regarding Political Spending Disclosure 68 Stockholder Proposal 68 Frequently Asked Questions Concerning the Annual Meeting 71 Additional Company Information 74 Stockholder Proposals for the 2025 Annual Meeting 75 APPENDIX A— Non-GAAP Financial Measure Reconciliations 76 APPENDIX B— Forward-Looking Statements 78 2024 Proxy Statement 4 Back to Contents Voting Information Who is Eligible to Vote You are entitled to vote at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") if you were a stockholder of CDW Corporation (the "Company" or "CDW") as of the close of business on March 25, 2024, the record date for the Annual Meeting. Participate in the Future of CDW—Vote Today Please cast your vote as soon as possible on all of the proposals listed below to ensure that your shares are represented. Proposal Topic More Information Board Recommendation Proposal 1 Election of Directors Page 24 FOR each Director Nominee Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation Page 37 FOR Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm Page 65 FOR Proposal 4 Stockholder Proposal Regarding Political Spending Disclosure Page 68 AGAINST Virtua

Executive Compensation Highlights

Executive Compensation Highlights CEO Pay for Performance Our executive compensation program is focused on driving sustained meaningful profitable growth and stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses heavily on variable, performance-based incentives that create a balanced focus on our short-term and long-term strategic and financial goals. As shown in the chart, in 2023, approximately 91% of the target compensation of our Chair, President and Chief Executive Officer was variable, with the value tied to the achievement of specified financial performance goals and/or stock price performance. 2024 Proxy Statement 12 Back to Contents Our Executive Compensation Practices Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives: What We Do What We Don't Do Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance We do not have 280G tax gross-ups Long-term objectives aligned with the creation of stockholder value We do not have an enhanced severance multiple upon a change in control Target total compensation at the competitive market median We do not have excessive severance benefits Market comparison of executive compensation against a relevant peer group We do not pay dividends or dividend equivalents on unearned equity awards under our long-term incentive plan Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company We do not allow repricing of underwater stock options under our long-term incentive plan without stockholder approval Double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plan We do not allow hedging or short sales of our securities, and

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