8-K – 2026-03-27 – cdw-20260324.htm

cdw-20260324 0001402057 False 001-35985 0001402057 2026-03-24 2026-03-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  March 24, 2026

______________________________
CDW CORP ORATION
(Exact name of registrant as specified in its charter)
_______________________________

Delaware 001-35985 26-0273989
(State or other jurisdiction of
incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)

200 N. Milwaukee Avenue  
Vernon Hills , Illinois
60061
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 465-6000
None
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share CDW Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 24, 2026, Sanjay Mehrotra informed CDW Corporation (the “Company”) that he will not stand for reelection at the Company’s 2026 Annual Meeting of Stockholders. Mr. Mehrotra will continue to serve through the remainder of his current term. Mr. Mehrotra’s decision was not related to any disagreement with the Company on any matter relating to its operations, policies, or practices.

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: March 27, 2026 By: /s/ Frederick J. Kulevich
    Frederick J. Kulevich
    Chief Legal Officer and Executive Vice President, Risk Compliance, and Corporate Secretary