The CDW board expanded from nine to ten members with the appointment of Saranga (Sam) Balaji, effective October 15, 2026. The technology solutions provider announced the appointment on October 19 and said Balaji will also serve on its Audit Committee.
Key Takeaways
- Balaji fills a newly added board seat rather than replacing a director.
- The board determined that he meets Nasdaq’s director independence standards.
- He will receive prorated non-employee director compensation.
Table of Contents
- CDW board adds an independent Audit Committee member
- Compensation and indemnification terms
- Conclusion
CDW board adds an independent Audit Committee member
CDW’s director appointment filing confirms that the board approved both the increase in its size and Balaji’s appointment on October 15, with immediate effect. The change adds one director to the company’s governance structure.
The board determined that Balaji is independent under the listing standards of the Nasdaq Global Select Market. His Audit Committee assignment accompanies his appointment to the full board.
CDW said there were no arrangements or understandings between Balaji and any other person under which he was selected. It also disclosed that he has no direct or indirect material interest in a transaction requiring disclosure under Item 404(a) of Regulation S-K.
| Item | Details |
|---|---|
| Public announcement | October 19, 2026 |
| Compensation reference | Definitive proxy statement filed April 10, 2026 |
| Standard indemnification form | Previously filed with the SEC on June 14, 2013 |
Compensation and indemnification terms
Balaji is entitled to a prorated portion of the annual compensation paid to CDW’s non-employee directors. The appointment filing refers investors to the company’s 2026 definitive proxy statement for the compensation framework, rather than stating a dollar amount for his award.
CDW also said it will enter into its standard indemnification agreement with Balaji. That agreement was described as a planned step in connection with the appointment, not as an agreement already executed.
The disclosures distinguish the completed board appointment from the remaining contractual step. They do not announce a change to CDW’s operating strategy or financial guidance.
Conclusion
Balaji’s board appointment is effective, while the standard indemnification agreement remains the next stated contractual step. CDW did not provide a timetable for completing that agreement.
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