CDW Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 05/22/2023   Download
SEC Document
SEC Filing

In connection with the stockholders of the Company approving the Special Meeting Right Amendment, the Company’s Board of Directors (the “Board”) adopted Amended and Restated Bylaws (as amended, the “Bylaws”) that specify the procedures for stockholder-requested special meetings, which also became effective on May 18, 2023. The Bylaws require the Company to call a special meeting of its stockholders at the request of stockholders representing at least 25% of the voting power of all outstanding shares of the Company’s common stock. The proponent for the special meeting request and such proponent’s affiliates must have continuously held the shares included in meeting the 25% ownership for at least one year prior to the date of the special meeting request. The right to call a special meeting is subject to specified information, timing and other requirements intended to ensure that stockholders receive adequate information in connection with a special meeting, to improve transparency and to avoid unnecessary waste of resources that would result from holding multiple stockholder meetings in a short time period.