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CDW CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 28, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On May 22, 2014, CDW Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc. as underwriter (the "Underwriter") and the selling stockholders listed on Schedule 2 thereto (the "Selling Stockholders") with respect to an underwritten public offering of 15,000,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $28.35 per share, to be sold by the Selling Stockholders. Under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 2,250,000 shares of Common Stock from them. The closing of the offering and delivery of the Shares took place on May 28, 2014. The Company did not receive any proceeds from the sale of the Shares. The offering is being made pursuant to (i) a Registration Statement on Form S-3ASR (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on May 21, 2014, which became effective upon filing (File No. 333-196132), and (ii) a related prospectus dated May 22, 2014 and filed with the SEC on May 27, 2014 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference in the Registration Statement. The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 22, 2014, the Company held its annual meeting of stockholders in Mettawa, Illinois. A total of 164,220,882 shares of Common Stock, or 95.50% of outstanding shares, were represented in person or by proxy at the annual meeting. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below.

1. The stockholders elected four Class I Directors with terms expiring at the



Company's 2017 annual meeting of stockholders, subject to the election and

qualification of their successors, based on the following voting results: Votes Broker Votes For Withheld Non-Votes



Election of Directors

Steven W. Alesio 138,439,586 18,249,518 7,531,778 Barry K. Allen 138,278,323 18,410,781 7,531,778 David W. Nelms 156,461,537 227,567 7,531,778 Donna F. Zarcone 156,443,854 245,250 7,531,778 2. The stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014, based on the following voting results: Votes For Votes Against Abstentions Ratification of Independent Registered Public Accounting Firm 163,956,735 161,035 103,112



3. The stockholders approved, on advisory basis, the compensation of the

Company's named executive officers, based on the following voting results: Broker Votes For Votes Against Abstentions Non-Votes Advisory Vote on Executive Compensation 154,438,523 2,207,341 43,240 7,531,778



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4. The stockholders approved, on an advisory basis, one year as the frequency

of the advisory vote to approve named executive officer compensation,

based on the following voting results: Broker 1 Year 2 Years 3 Years Abstentions Non-Votes Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation 155,879,408 24,795 747,158 37,743 7,531,778 In accordance with the recommendation of the Company's Board of Directors and based on the results of the advisory vote reported above, the Company's Board of Directors has determined that the Company will hold a stockholder advisory vote on named executive officer compensation on an annual basis until the next required stockholder advisory vote on the frequency of the advisory vote on named executive officer compensation, which is expected to occur at the Company's annual meeting of stockholders in 2020.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as of May 22, 2014, by and among the Company, the Underwriter and the Selling Stockholders.



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