CDW 2012 Annual Report Download - page 132

Table of Contents
if a sale of the Company occurred on December 31, 2012 and the change in control payment on the RDUs. The amounts are calculated
based on the $1,000 face amount of an RDU. Please see the “2012 Non-Qualified Deferred Compensation” table for a description of the
RDU Plan and the narrative above entitled “RDU Plan” for a description of the amounts to be received by participants in the RDU Plan
upon a sale of the Company.
Director Compensation
Our managers who (1) were appointed jointly by our Equity Sponsors and (2) were not also officers or employees of the Company or
Managing Directors of our Equity Sponsors in 2012 were eligible to receive an annual retainer of $175,000 in 2012, paid on a quarterly basis
after completion of each quarter of service. Steven W. Alesio, Barry K. Allen, Benjamin D. Chereskin and Donna F. Zarcone were eligible to
receive this retainer for their Board service in 2012. Our other non-employee managers, Glenn M. Creamer, Michael J. Dominguez, Paul J.
Finnegan and Robin P. Selati, were Managing Directors of the Equity Sponsors in 2012 and therefore were not eligible to receive this retainer for
their Board service in 2012.
The following table shows information concerning the retainer paid to eligible managers during the fiscal year ended December 31,
2012:
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
All of the equity interests of CDW LLC and CDW Finance Corporation are owned by Parent, which in turn is wholly owned by CDW
Holdings LLC. CDW Holdings LLC was capitalized in connection with the Acquisition with approximately $2,141.9 million of equity capital in
the form of units. As of December 31, 2012, CDW Holdings LLC had 2,174,571.52 A Units outstanding and 216,483.25 B Units outstanding, of
which 115,615.32 were vested. The A Units and the vested B Units vote together as a single class of units. The following table sets forth certain
information regarding the beneficial ownership of the units of CDW Holdings LLC as of December 31, 2012 by:
To our knowledge, each such holder has sole voting and investment power as to the units shown unless otherwise noted. Beneficial
ownership of the units listed in the table has been determined in accordance with the applicable rules and regulations promulgated under the
Exchange Act.
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(3) The tax reimbursement calculations assumed a blended effective tax rate of approximately 39% and a 20% excise tax incurred on excess
parachute payments, as calculated in accordance with Internal Revenue Code Sections 280G and 4999.
(4) If the Named Executive Officer experiences a qualifying termination of employment in connection with a change in control, the Named
Executive Officer would also be entitled to the amounts reported in the “Potential Payments upon a Qualifying Termination of
Employment” table above, except that such Named Executive Officer would receive the value of the accelerated RDUs as set forth in this
table rather than in the “Potential Payments upon a Qualifying Termination of Employment” table above.
Name Fees Earned or Paid in
Cash/Total
Steven W. Alesio
$
175,000
Barry K. Allen
$
175,000
Benjamin D. Chereskin
$
175,000
Donna F. Zarcone
$
175,000
•
each person who is the beneficial owner of more than 5% of its outstanding voting common equity;
•
each member of the board of managers of CDW Holdings LLC and our executive officers; and
•
our managers and executive officers as a group.