CDW Corporation (CDW) Earnings Call Transcript & Summary

Good morning, and welcome to CDW's 2021 Annual Meeting of Stockholders. I'm Chris Leahy, Chief Executive Officer of the company, and I will be chairing our meeting. As in 2020, we are hosting our meeting virtually for the safety of all participants. Before we call the meeting to order, I want to take a minute to thank all frontline coworkers and workers for their continued efforts in fighting the COVID-19 pandemic and all CDW coworkers for their continued dedication and unwavering support to our customers in providing technologies that enabled our customers to continue to work, connect and succeed in their mission. While we were tested by the challenges of 2020, we ultimately strengthened CDW's position as an industry leader and value creator for our stockholders. It's now shortly after 7:30 a.m. Central Standard Time on May 20, and this meeting is officially called to order, and the polls are open. An agenda for the meeting with the rules relating to the conduct of the meeting is posted on the web portal. We will conduct the business portion of our meeting first, and we'll take stockholder comments and questions after the meeting has adjourned. If you are a stockholder and would like to vote your shares at the meeting, you can vote by clicking on the Voting button on the web portal and following the instructions there. If you have already sent in your proxy, there is no need to vote, unless you wish to change your vote. Stockholders may submit comments or questions through the designated field in the web portal. To vote or submit comments or questions, you must be logged into the meeting as a validated shareholder. First, I'd like to introduce our Board members. But before I do that, I'd like to take this opportunity to thank Steve Alesio, Barry Allen and Ben Chereskin, who retired from the Board and will not stand for reelection, consistent with the company's policy on Board term limits. Steve, Barry and Ben, thank you for your contributions to CDW and the Board. Now I would like to introduce the other members of our Board of Directors: Virginia Addicott, James Bell, Lynda Clarizio, Paul Finnegan, Anthony Foxx, Sanjay Mehrotra, David Nelms, Joe Swedish, Donna Zarcone. I would like to welcome both Anthony and Sanjay to our Board of Directors. Thank you all for your service to CDW. Next, I would like to introduce the representatives from Ernst & Young, our independent registered public accounting firm, Ram Ramanan and Darren Ludwig. They are available to respond to stockholder questions during the question-and-answer session after the meeting has adjourned. I would also like to introduce Rick Kulevich, Senior Vice President, General Counsel and Corporate Secretary of the company, who will act as secretary of this meeting. Rick will now give the secretary's report.

Thank you, Chris. An affidavit has been filed with me certifying that our notice and proxy materials for today's meeting have been duly given to our stockholders of record at the close of business on March 24, 2021. Gerry Lane of Broadridge, who is serving as our inspector of election, has taken the oath of the inspector of election and has confirmed that a majority of the shares entitled to vote at this meeting is present in person or represented by proxy. Therefore, a quorum is present for purposes of conducting the official business of this meeting, and this meeting is properly convened.

Thank you, Rick. There are 7 items of business on the agenda for today's meeting. Please refer to the proxy statement for a complete description of these items. The first item of business is the election of 10 directors. The individuals nominated are: Virginia Addicott, James Bell, Lynda Clarizio, Paul Finnegan, Anthony Foxx, Chris Leahy, Sanjay Mehrotra, David Nelms, Joe Swedish and Donna Zarcone. These 10 individuals comprise the current directors. The company has not received notice of any other nominations by a stockholder in accordance with the requirements set out in our bylaws. The second item of business is to approve, on an advisory basis, named executive officer compensation. The third item of business is to ratify the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. The fourth item of business is to approve the amendment to the company's Certificate of Incorporation to eliminate the supermajority voting requirement in Article 11 and to make certain nonsubstantive changes. The fifth item of business is to approve the amendment to the company's Certificate of Incorporation to eliminate the obsolete competition and corporate opportunity provision. The sixth item of business is to approve the CDW 2021 Long-Term Incentive Plan. The seventh item of business is to approve the amendment to the CDW Corporation Coworker Stock Purchase Plan. It is now 7:35, and we will close the poll. Rick will now report on the preliminary voting results for the 7 items of business identified on the agenda.

The preliminary count from the inspector of election shows that each of the nominated directors has been elected. Stockholders have approved, on an advisory basis, named executive officer compensation. Stockholders have ratified the selection of Ernst & Young LLP as the company's independent registered accounting firm for 2021. Stockholders have approved the amendment to the company's Certificate of Incorporation to eliminate the supermajority voting requirement in Article 11 and to make certain nonsubstantive changes. Stockholders have approved the amendment to the company's Certificate of Incorporation to eliminate the obsolete competition and corporate opportunity provision. Stockholders have approved the CDW Corporation 2021 Long-Term Incentive Plan. And stockholders have approved the amendment to the CDW Corporation Coworker Stock Purchase Plan. The final report of the inspector of election containing the exact number of votes on each proposal will be filed with the minutes of this meeting.

Thank you, Rick. Since there is no further business to come before this meeting, I hereby adjourn the meeting, and we will respond to stockholder comments and questions. Brittany Smith, our Vice President, Investor Relations and Financial Planning and Analysis, will read stockholder comments and questions. Brittany, have we received any comments or questions?

This question is for you, Chris. We do have one question that has come in, and, Chris, this question is to you from the Carpenter Funds. We believe that the company's executive compensation plan should drive the successful execution of the Board's long-term strategic business plan. Today's public company executive compensation plans are largely formulated peer-related plans with simplistic annual say-on-pay voting reinforcing plan homogeneity. Would you or the Chair of the Compensation Committee speak to whether CDW Corporation might be better served by an executive compensation plan tailored specifically to the company's particular circumstances and its unique long-term strategic business plan?

Thank you, Brittany, and thank you for the question. CDW believes that our compensation plan for executives and leaders throughout the organization should specifically reward actions and behaviors that drive CDW sustained meaningful profitable growth and stockholder value creation. And we've tailored our plan to do just that, very straightforward but very powerful, as reflected in the match of pay to performance over the year. Our executive compensation program focuses heavily on variable performance-based incentives, and those goals are set at above-market performance. So we look at above-market performance and the drivers that drive performance specifically to CDW. The philosophies of how we design the plan are pay for performance, therefore, having a substantial amount of compensation in variable compensation, equity and annual cash. We align with stockholders' interest, treating our employees and coworkers as shareholders and we want to attract and retain the right talent. So we feel that we very much tailored the program for CDW, focused on the metrics that matter most to driving above-market growth and long-term value. And we focused on non-GAAP operating income, which is a key driver of our profitability. We focused on free cash flow and earnings share growth over a 3-year period. And importantly, to the Compensation Committee, Board and myself, we have an above-market governor, which ensures that in order to achieve target or above results, we must be outperforming our peers, which is critically important to our success. Thank you for the question.

Thank you, Chris. There are no further stockholder comments or questions.

It appears that I was on mute. Thank you, Brittany. That concludes our time today. Thank you all for participating and for your interest in CDW.