Director Sanjay Mehrotra to exit CDW (CDW) board after 2026 meeting

Rhea-AI Filing Summary

CDW Corporation reported that director Sanjay Mehrotra has informed the company he will not stand for reelection at the 2026 Annual Meeting of Stockholders. He will continue to serve as a director through the end of his current term, and his decision is stated as not being related to any disagreement with the company’s operations, policies, or practices.

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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 CORPORATION

(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

FAQ

What board change did CDW (CDW) disclose in this 8-K filing?

CDW disclosed that director Sanjay Mehrotra has decided not to stand for reelection at the company’s 2026 Annual Meeting. He will remain on the board until his current term ends, ensuring continuity during the transition period.

When will Sanjay Mehrotra’s service on CDW’s board end?

Sanjay Mehrotra will continue serving as a CDW director through the remainder of his current term, which runs until the company’s 2026 Annual Meeting of Stockholders. After that meeting, he will no longer serve on the board.

Did Sanjay Mehrotra cite any disagreements with CDW as a reason for leaving?

The filing states that Sanjay Mehrotra’s decision not to stand for reelection was not related to any disagreement with CDW regarding its operations, policies, or practices. This indicates an orderly transition rather than a conflict-driven departure.

What type of event is CDW reporting under Item 5.02 of Form 8-K?

CDW is reporting a board-level change under Item 5.02, specifically the decision of director Sanjay Mehrotra not to stand for reelection. Item 5.02 covers departures or appointments of directors and certain executive officers and related compensation matters.

Who signed CDW’s 8-K reporting Sanjay Mehrotra’s board decision?

The 8-K was signed on behalf of CDW by Frederick J. Kulevich, who serves as Chief Legal Officer and Executive Vice President, Risk Compliance, and Corporate Secretary. His signature confirms the company’s authorization of the reported information.

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