CDW Amends and Restates Bylaws Related to Stockholder Meetings

CDW Corporation, a Delaware corporation, recently adopted amended and restated bylaws as of December 16, 2024. These bylaws concern various aspects of the company’s operations, particularly focusing on Stockholder Meetings and the procedures surrounding them.

The amended bylaws include provisions regarding the locations of company offices, the designation of meeting places, and the conduct of both annual and special stockholder meetings. CDW’s bylaws specify that special meetings can only be called by the Chair of the Board or the Board of Directors. Additionally, stockholders holding at least twenty-five percent of the voting power can request a Special Stockholder Meeting, subject to certain conditions, such as specifying the Proposed Business and providing necessary details.

Furthermore, the bylaws detail the process for notifying stockholders about meetings, the necessity of quorums for decision-making, and the voting requirements at these meetings. They also outline procedures for proxy voting, including revocation of proxies, and requirements for stockholders looking to nominate individuals for the Board of Directors at annual meetings.

The provisions also address the inclusion of Stockholder Nominees in the Corporation’s proxy materials, contingent upon compliance with certain rules regarding ownership percentage, duration of ownership, and the required submission of specific information to establish eligibility for such nominations.

CDW’s amended and restated bylaws emphasize transparency, compliance with regulations, and the protection of the rights and interests of both the company and its stockholders. These regulations aim to streamline processes, maintain corporate governance standards, and ensure clarity in stockholder interactions and decision-making procedures. Companies aim to have such established guidelines to enable efficient and effective conduct of their operations and stockholder engagements.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read CDW’s 8K filing here.

About CDW

CDW Corporation provides information technology (IT) solutions in the United States, the United Kingdom, and Canada. It operates through three segments: Corporate, Small Business, and Public. The company offers discrete hardware and software products and services, as well as integrated IT solutions, including on-premise and cloud capabilities across hybrid infrastructure, digital experience, and security.