Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 24, 2021, the board of directors (the "Board") of CDW Corporation (the
"Company") increased the size of the Board from 12 directors to 13 directors and
elected Sanjay Mehrotra to fill the newly-created directorship. Mr. Mehrotra
will serve on the Board's Nominating and Corporate Governance and Compensation
Committees. The Board has determined that Mr. Mehrotra is independent for
purposes of the listing standards of the Nasdaq Global Select Market.
Mr. Mehrotra will receive the director fees and stock-based compensation for
directors previously disclosed in the Company's proxy statement for its 2020
Annual Meeting of Stockholders. In connection with his appointment, Mr. Mehrotra
and the Company will enter into the Company's standard indemnification
agreement, the form of which was 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. Mr. Mehrotra will stand for re-election at the Company's 2021
Annual Meeting of Stockholders on May 20, 2021.
Mr. Mehrotra, 62, serves as the President and Chief Executive Officer of Micron
Technology, Inc. ("Micron"), a producer of memory and storage solutions, a
position he has held since May 2017. He also serves on Micron's board of
directors. Prior to joining Micron, Mr. Mehrotra served as President and Chief
Executive Officer of SanDisk Corporation, a provider of flash storage solutions,
from January 2011 until its May 2016 sale to Western Digital Corp. Mr. Mehrotra
co-founded SanDisk in 1988 and held positions of increasing authority prior to
his position as President and Chief Executive Officer.
There are no arrangements or understandings between Mr. Mehrotra and any other
persons pursuant to which he was selected as a director. Mr. Mehrotra does not
have a direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Additionally, on March 25, 2021, the Company announced that Steven W. Alesio,
Barry K. Allen and Benjamin D. Chereskin would be retiring from the Board,
effective immediately prior to the Company's 2021 Annual Meeting of Stockholders
on May 20, 2021, consistent with the Company's policy on Board term limits.
Effective upon the foregoing retirements, the Board has determined to decrease
the size of the Board to 10 directors.
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