CDI SEC Filings - CDI Corp.- Annual Report, Proxy Statement, Prospectus

Basic Stats

CIK

18396

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CDI Corp.

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

February 15, 2018	SC 13G/A	CDI / CDI Corp. / GARRISON FAMILY TRUSTS - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 37) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul
February 9, 2018	SC 13G/A	CDI / CDI Corp. / GARRISON WALTER R - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 39) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul
February 9, 2018	SC 13G/A	CDI / CDI Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 dfs198.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* CDI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 125071100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule
September 25, 2017	15-12B	CDI 15-12B 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-05519 CDI Corp. (Exact name of registrant as specified in its cha
September 15, 2017	S-8 POS	CDI S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.
September 15, 2017	S-8 POS	CDI S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.
September 15, 2017	S-8 POS	CDI S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.
September 15, 2017	S-8 POS	CDI S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.
September 15, 2017	S-8 POS	CDI S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.
September 15, 2017	S-8 POS	CDI S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.
September 15, 2017	S-8 POS	CDI S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.
September 13, 2017	EX-3.2	Amended and Restated By-Laws of CDI Corp. (filed herewith). EX-3.2 Exhibit 3.2 BYLAWS OF CDI CORP. ARTICLE I: OFFICES AND RECORDS Section 1.1 REGISTERED OFFICE. The registered office of the Corporation shall be located within the Commonwealth of Pennsylvania as set forth in the Corporation?s Articles of Incorporation. The Board of Directors may at any time change the registered office by making the appropriate filing with the Secretary of the Commonwealth.
September 13, 2017	EX-99.2	[CDI LOGO] EX-99.2 Exhibit 99.2 [CDI LOGO] News Release Affiliates of AE Industrial Partners Successfully Complete Acquisition of CDI Corp. PHILADELPHIA, PA, and BOCA RATON, FL, September 13, 2017 ? AE Industrial Partners, LLC (?AEI?), a private equity investor specializing in aerospace, power generation, and specialty industrial companies, and CDI Corp. (?CDI?), a leading provider of engineering, informatio
September 13, 2017	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: September 12, 2017 (Date of earliest event reported) CDI Corp. (Exact name of registrant as specified in its charter) Pennsylvania 001-05519 23-2394430 (State or other jurisdiction of incorporation) (Commission File N
September 13, 2017	EX-3.1	Amended and Restated Articles of Incorporation of CDI Corp. (filed herewith). EX-3.1 Exhibit 3.1 ANNEX A TO STATEMENT OF MERGER AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CDI CORP. CDI Corp., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, hereby certifies as follows: A. The present name of the Corporation is CDI Corp. The original Articles of Incorporation were filed with the Department of State of the Commonwealth of Pennsyl
September 13, 2017	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 25, 2017, pursuant to the provisions of Rule 12d2-2 (a).
September 12, 2017	SC 14D9/A	CDI SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company) CDI Corp. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 125071100 (CUSIP Number of Class
September 12, 2017	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CDI Corp. (Name of Subject Company (Issuer)) Nova M UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CDI Corp. (Name of Subject Company (Issuer)) Nova Merger Sub, Inc. (Name of Filing Person?Offeror) Nova Intermediate Parent, LLC (Name of Filing Person?Offeror) AE Industrial Partners Fund I, L.P. AE I
September 12, 2017	EX-99.(A)(1)(H)	Press Release, dated September 12, 2017 (incorporated by reference to Exhibit (a)(1)(H) to Parent and Merger Subs Schedule TO-T/A filed with the SEC on September 13, 2017). Exhibit (a)(1)(H) Press Release For Immediate Release: 9/12/2017 Affiliates of AE Industrial Partners Successfully Complete Tender Offer to Acquire CDI Corp.
September 5, 2017	SC 14D9/A	CDI SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company) CDI Corp. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 125071100 (CUSIP Number of Class
August 31, 2017	EX-99.(A)(5)(XIV)	Important Notice Concerning Your Rights under the CDI Corporation 401(k) Savings Plan EX-99(a)(5)(xiv) Exhibit (a)(5)(xiv) Important Notice Concerning Your Rights under the CDI Corporation 401(k) Savings Plan August 31, 2017 As you know, CDI has entered into an agreement to be acquired by AE Industrial Partners, LLC (the ?Transaction?).
August 31, 2017	SC 14D9/A	CDI SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company) CDI Corp. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 125071100 (CUSIP Number of Class
August 25, 2017	EX-99.(A)(5)(XIII)	Complaint captioned Carter v. CDI Corp. et al., case no. 2:17-cv-03839, filed on August 25, 2017, in the U.S. District Court for the Eastern District of Pennsylvania (incorporated by reference to Exhibit (a)(5)(xiii) to CDI Corp.’s Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9C, filed August 25, 2017)* EX-99.(a)(5)(xiii) UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA PETER CARTER, on behalf of himself and all others similarly situated, Case No.: CLASS ACTION COMPLAINT Plaintiff, CLASS ACTION COMPLAINT FOR vs. VIOLATIONS OF SECTIONS 14(e), 14(d)(4), AND 20(a) OF THE SECURITIES CDI CORP., JOSEPH L. CARLINI, EXCHANGE ACT OF 1934 MICHAEL J. EMMI, WALTER R. GARRISON, LAWRENCE C
August 25, 2017	EX-99.(A)(5)(XII)	Complaint captioned Jurmu v. CDI Corp. et al., case no. 2:17-cv-03787, filed on August 23, 2017, in the U.S. District Court for the Eastern District of Pennsylvania (incorporated by reference to Exhibit (a)(5)(xii) to CDI Corp.’s Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9C, filed August 25, 2017)* EX-99.(a)(5)(xii) IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA ROBERT J. JURMU, individually and on behalf of all others similarly situated, Plaintiff, v. CDI CORP., WALTER R. GARRISON, LAWRENCE C. KARLSON, ALBERT E. SMITH, MICHAEL J. EMMI, RONALD J. KOZICH, BARTON J. WINOKUR, ANNA M. SEAL, and JOSEPH L. CARLINI, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. CL
August 25, 2017	SC 14D9/A	CDI SC 14D9/A SC 14D9/A 1 d435025dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company) CDI Corp. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities)
August 25, 2017	EX-99.(A)(5)(XI)	Complaint captioned Scarantino v. CDI Corp. et al., case no. 2:17-cv-03700-MAK, filed on August 17, 2017, in the U.S. District Court for the Eastern District of Pennsylvania (incorporated by reference to Exhibit (a)(5)(xi) to CDI Corp.’s Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9C, filed August 25, 2017)* EX-99(a)(5)(xi) IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA LOUIS SCARANTINO, On Behalf of Himself ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) and All Others Similarly Situated, Plaintiff, Case No.
August 25, 2017	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CDI Corp. (Name of Subject Company (Issuer)) Nova M SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CDI Corp. (Name of Subject Company (Issuer)) Nova Merger Sub, Inc. (Name of Filing Person—Offeror) Nova Intermediate Parent, LLC (Name of Filing Person—Offeror) AE Industrial Partners Fund I,
August 21, 2017	EX-99.(A)(5)(VII)	As recently announced, CDI Corporation (the “Company”) has entered into an agreement to be acquired by affiliates of AE Industrial Partners, LLC (“AEI”). We expect the sale will close in EX-99.(A)(5)(VII) 2 d445770dex99a5vii.htm EX-99(A)(5)(VII) Exhibit (a)(5)(vii) Memorandum To: CDI Employees From: Compensation and Benefits Team Date: August 21, 2017 Re: Company Sale / Employee Compensation, Benefits and Equity Award Matters As recently announced, CDI Corporation (the “Company”) has entered into an agreement to be acquired by affiliates of AE Industrial Partners, LLC (“AEI”). We
August 21, 2017	EX-99.(A)(5)(IX)	As recently announced, CDI Corporation (the “Company”) has entered into an agreement to be acquired by affiliates of AE Industrial Partners, LLC (“AEI”). We expect the sale will close in EX-99.(a)(5)(ix) Exhibit (a)(5)(ix) Memorandum To: Select CDI Management Employees From: Compensation and Benefits Team Date: August 21, 2017 Re: Company Sale / Employee Compensation, Benefits and Equity Award Matters As recently announced, CDI Corporation (the ?Company?) has entered into an agreement to be acquired by affiliates of AE Industrial Partners, LLC (?AEI?). We expect the sale will clos
August 21, 2017	EX-99.(A)(5)(X)	As recently announced, CDI Corporation (the “Company”) has entered into an agreement to be acquired by affiliates of AE Industrial Partners, LLC (“AEI”). We expect the sale will close in EX-99.(a)(5)(x) Exhibit (a)(5)(x) Memorandum To: Select CDI Management Employees From: Compensation and Benefits Team Date: August 21, 2017 Re: Company Sale / Employee Compensation, Benefits and Equity Award Matters As recently announced, CDI Corporation (the ?Company?) has entered into an agreement to be acquired by affiliates of AE Industrial Partners, LLC (?AEI?). We expect the sale will close
August 21, 2017	SC 14D9/A	CDI SC 14D9/A SC 14D9/A 1 d445770dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company) CDI Corp. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities)
August 21, 2017	EX-99.(A)(5)(VIII)	As recently announced, CDI Corporation (the “Company”) has entered into an agreement to be acquired by affiliates of AE Industrial Partners, LLC (“AEI”). We expect the sale will close in EX-99.(a)(5)(viii) Exhibit (a)(5)(viii) Memorandum To: CDI Staff Employees From: Compensation and Benefits Team Date: August 21, 2017 Re: Company Sale / Employee Compensation, Benefits and Equity Award Matters As recently announced, CDI Corporation (the ?Company?) has entered into an agreement to be acquired by affiliates of AE Industrial Partners, LLC (?AEI?). We expect the sale will close in mid
August 16, 2017	EX-99.1	TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT August 16, 2017 Exhibit 99.1 TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT August 16, 2017 Each of the undersigned is a party to that certain Joint Filing and Solicitation Agreement, dated February 3, 2017, as amended on February 15, 2017 (the “Group Agreement”). Each of the undersigned hereby agrees that the Group Agreement is terminated effective immediately. [Signature page follows] IN WITNESS WHEREOF
August 16, 2017	SC 13D/A	CDI / CDI Corp. / Radoff Bradley Louis - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 CDI Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 125071100 (CUSIP Number) GREG LEMPEL 1177 West Loop S
August 16, 2017	EX-99.2	JOINT FILING AGREEMENT Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $0.10 par value per share, of CDI Corp., a Pennsylvania corporation. This J
August 14, 2017	EX-99.(E)(8)	Exclusivity Agreement, dated as of July 19, 2017, by and between AE Industrial Partners, LLC and CDI Corp. (incorporated by reference to Exhibit (e)(8) to CDI Corp.’s Solicitation/Recommendation Statement on Schedule 14D-9, filed August 14, 2017)* EX-99.(e)(8) Exhibit (e)(8) CDI CORP. July 19, 2017 AE Industrial Partners, LLC 2500 N. Military Trail, Suite 470 Boca Raton, FL 33431 TO AE INDUSTRIAL PARTNERS, LLC: This letter agreement relates to the discussions between CDI Corp. (?CDI?) and its affiliates and AE Industrial Partners, LLC and its affiliates (?AE?) regarding the potential acquisition (the ?Potential Acquisition?) of CDI and its
August 14, 2017	EX-99.(E)(7)	Nondisclosure Agreement, dated as of February 27, 2017, by and between Belcan, LLC and CDI Corp. (incorporated by reference to Exhibit (e)(7) to CDI Corp.’s Solicitation/Recommendation Statement on Schedule 14D-9, filed August 14, 2017)* EX-99.(e)(7) Exhibit (e)(7) CDI Corp. 2/27/17 Lance Kwasniewski, CEO Belcan, LLC 10200 Anderson Way Cincinnati, OH 45242 Ladies and Gentlemen: In connection with your consideration of a possible negotiated transaction (the ?Transaction?) between Belcan, LLC (?you? or ?your?) and CDI Corp. (?CDI?, and together with its subsidiaries, the ?Company?), you have requested certain information regarding t
August 14, 2017	SC 14D9	CDI SC 14D9 SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company) CDI Corp. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 125071100 (CUSIP Number of Class of Securities) Bria
August 14, 2017	EX-99.(E)(6)	Nondisclosure Agreement, dated as of May 12, 2017, by and between AE Industrial Partners, LLC and CDI Corp. (incorporated by reference to Exhibit (e)(6) to CDI Corp.’s Solicitation/Recommendation Statement on Schedule 14D-9, filed August 14, 2017)* EX-99.(e)(6) Exhibit (e)(6) CDI Corp. May 12, 2017 AE Industrial Partners, LLC 2500 N Military Trail, Suite 470 Boca Raton, FL 33431 Ladies and Gentlemen: In connection with your consideration of a possible negotiated transaction (the ?Transaction?) between AE Industrial Partners, LLC (?you? or ?your?), your affiliate, Belcan LLC (?Belcan?), and CDI Corp. (?CDI?, and together with its subsidiaries
August 14, 2017	EX-99.(A)(5)(VI)	Michael S. Castleman EX-99.(a)(5)(vi) Exhibit (a)(5)(vi) Michael S. Castleman President & Interim Chief Executive Officer August 14, 2017 Dear CDI Stockholders: I am pleased to report that CDI Corp. (?CDI?, or the ?Company?) has entered into an Agreement and Plan of Merger, dated July 31, 2017 (the ?Merger Agreement?), with Nova Intermediate Parent, LLC (?Parent?) and Nova Merger Sub, Inc. (?Purchaser?), a wholly owne
August 14, 2017	EX-99.(A).(1).(C)	Form of Notice of Guaranteed Delivery* Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of CDI CORP.
August 14, 2017	EX-99.(B).(1)	Commitment Letter, dated as of July 31, 2017, between Nova Intermediate Parent, LLC and PNC Bank, National Association* Exhibit (b)(1) EXECUTION COPY PNC BANK, NATIONAL ASSOCIATION 205 Datura Street, 10th Floor West Palm Beach, Florida 33401 July 31, 2017 Nova Intermediate Parent, LLC c/o AE Industrial Partners, LLC 2500 N.
August 14, 2017	EX-99.(A).(1).(B)	Form of Letter of Transmittal* Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of CDI CORP.
August 14, 2017	EX-99.(A).(1).(F)	Form of Summary Advertisement as published on August 14, 2017 in the New York Times* Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).
August 14, 2017	EX-99.(D).(6)	Form of Tender and Support Agreement* Exhibit (d)(6) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2017 by and between Nova Intermediate Parent, LLC, a Delaware limited liability Company (?Parent?), Nova Merger Sub, Inc.
August 14, 2017	EX-99.(A).(1).(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CDI CORP.
August 14, 2017	EX-99.(A).(1).(A)	Offer to Purchase, dated August 14, 2017* Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of CDI Corp.
August 14, 2017	SC TO-T	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company (Issuer)) Nova Merger Sub, Inc. (N SC TO-T 1 d379255dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company (Issuer)) Nova Merger Sub, Inc. (Name of Filing Person—Offeror) Nova Intermediate Parent, LLC (Name of Filing Person—Offeror) AE Industrial Partners
August 14, 2017	EX-99.(A).(1).(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CDI CORP.
August 8, 2017	EX-99	CDI Corp. Reports Second Quarter 2017 Results CDI Corp. Reports Second Quarter 2017 Results - On July 31, 2017, announced definitive agreement to be acquired by affiliates of AE Industrial Partners, LLC - PHILADELPHIA, Aug. 8, 2017 /PRNewswire/ - CDI Corp. (NYSE: CDI, the "Company") today reported results for the second quarter ended June 30, 2017. Second Quarter 2017 Overview Second quarter revenue of $169.5 million versus $226.7 million in
August 8, 2017	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2017 CDI Corp.
August 8, 2017	10-Q	CDI / CDI Corp. 10-Q (Quarterly Report) 10-Q 1 cdi-20170630x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2017 or ¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to . Commission
August 1, 2017	SC14D9C	CDI SC14D9C SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company) CDI Corp. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 125071100 (CUSIP Number of Class of Securities) Bria
August 1, 2017	EX-2.1	Agreement and Plan of Merger, dated as of July 31, 2017, among CDI Corp., Nova Merger Sub, Inc. and Nova Intermediate Parent, LLC (incorporated by reference to Exhibit 2.1 to CDI Corp.’s Current Report on Form 8-K, filed August 1, 2017)* EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER between CDI CORP. NOVA INTERMEDIATE PARENT, LLC and NOVA MERGER SUB, INC. JULY 31, 2017 -i- TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 13 ARTICLE 2 THE OFFER AND THE MERGER 13 Section 2.01. The Offer 13 Section 2.02. Company Actions 16 Sec
August 1, 2017	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: July 28, 2017 (Date of earliest event reported) CDI Corp. (Exact name of registrant as specified in its charter) Pennsylvania 001-05519 23-2394430 (State or other jurisdiction of incorporation) (Commission File Number
August 1, 2017	EX-99.2	TENDER AND SUPPORT AGREEMENT EX-99.2 Exhibit 99.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2017 by and between Nova Intermediate Parent, LLC, a Delaware limited liability Company (?Parent?), Nova Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (?Merger Sub?), and the undersigned stockholder (the ?Stockholder?) of
August 1, 2017	EX-10.1	W I T N E S S E T H: EX-10.1 Exhibit 10.1 WAIVER THIS WAIVER (?Waiver?) is made as of July 28, 2017 (the ?Effective Date?) by and among CDI CORP. (the ?Company? or the ?Lead Borrower?), CDI CORPORATION (the ?U.S. Subsidiary?), CDI PROFESSIONAL SERVICES, LTD. (the ?Canadian Subsidiary?), the other Borrowers (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined in the Credit Agreem
August 1, 2017	EX-99.1	AE Industrial Partners Fund I, L.P. AE Industrial Partners Fund I-A, L.P. AE Industrial Partners Fund I-B, L.P. 2500 N. Military Trail, Suite 470 Boca Raton, FL 33431 July 31, 2017 EX-99.1 Exhibit 99.1 Execution Version AE Industrial Partners Fund I, L.P. AE Industrial Partners Fund I-A, L.P. AE Industrial Partners Fund I-B, L.P. 2500 N. Military Trail, Suite 470 Boca Raton, FL 33431 July 31, 2017 Nova Parent, LLC c/o AE Industrial Partners, LLC 2500 N. Military Trail, Suite 470 Boca Raton, FL 33431 Attn: Michael Greene and Jon Nemo Re: Equity Financing Commitment Ladies and
July 31, 2017	EX-99.3	MRI eWire Exhibit 99.3 Exhibit 99.3 MRI eWire Dear MRINetwork Owners/Managers, Today, we announced that AE Industrial Partners ? a private equity firm ? has agreed to acquire all outstanding shares of CDI for $8.25 in cash. This agreement follows a review by CDI?s Board of Directors of the company?s strategic alternatives, and represents a decision in the best interest of our current shareholders, who benef
July 31, 2017	EX-99.4	Team, CDI is starting an exciting new Chapter. Today we announced that AE Industrial Partners – a private equity firm – has agreed to acquire all outstanding shares of CDI for $8.25 in cash. The acquisition by AEI is validation of the future opportun Exhibit 99.4 Exhibit 99.4 Team, CDI is starting an exciting new Chapter. Today we announced that AE Industrial Partners ? a private equity firm ? has agreed to acquire all outstanding shares of CDI for $8.25 in cash. The acquisition by AEI is validation of the future opportunity provided by CDI?s fundamental pillars of strength and of our transformation strategy that began to take shape in Fall of
July 31, 2017	EX-99.1	Equity Commitment Letter, dated July 31, 2017, by and among AE Industrial Partners Fund, L.P., AE Industrial Partners Fund I-A, L.P., AE Industrial Partners Fund I-B, L.P. and Nova Intermediate Parent, LLC. (incorporated by reference to Exhibit 99.1 to CDI Corp.’s Solicitation/Recommendation Statement on Schedule 14D-9C, filed July 31, 2017)* Exhibit 99.1 Exhibit 99.1 Draft email to Company [DATE] Team, Today we announced that AE Industrial Partners ? a private equity firm ? has agreed to acquire all outstanding shares of CDI for $8.25 in cash. This agreement follows a review by our Board of Directors of CDI?s strategic alternatives, and represents a decision in the best interest of our current shareholders, who benefit from immediate
July 31, 2017	EX-99.2	Draft email to Clients / Stakeholders Exhibit 99.2 Exhibit 99.2 Draft email to Clients / Stakeholders [DATE] Dear [NAME], Today, CDI Corp. announced that AE Industrial Partners ? a private equity firm ? has agreed to acquire all outstanding shares of CDI for $8.25 in cash. This agreement follows a review by our Board of Directors of CDI?s strategic alternatives, and represents a decision in the best interest of our current shareholder
July 31, 2017	SC14D9C	CDI SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company) CDI Corp. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 125071100 (CUSIP Number of Class of Securities) Brian D. Sho
July 31, 2017	EX-99.1	Press Release issued by CDI Corp. on July 31, 2017 (incorporated by reference to Exhibit 99.1 to CDI Corp.’s Solicitation/Recommendation Statement on Schedule 14D-9C, filed July 31, 2017)* Exhibit 99.1 Exhibit 99.1 News Release CDI Corp. to be Acquired by AE Industrial Partners for $8.25 Per Share in Cash Philadelphia (July 31, 2017) ? CDI Corp. (NYSE: CDI) (?CDI?, or the ?Company?), a leading provider of engineering, information technology, and staffing solutions, today announced that it has entered into a definitive agreement to be acquired by affiliates of AE Industrial Partners,
July 31, 2017	SC14D9C	CDI SC14D9C SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company) CDI Corp. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 125071100 (CUSIP Number of Class of Securities) Bria
July 31, 2017	SC TO-C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company (Issuer)) Nova Merger Sub, Inc. (N SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CDI Corp. (Name of Subject Company (Issuer)) Nova Merger Sub, Inc. (Name of Filing Person—Offeror) Nova Intermediate Parent, LLC (Name of Filing Person—Offeror) AE Industrial Partners Fund I, L.P. AE Industrial
July 31, 2017	EX-99.1	CDI Corp. to be Acquired by AE Industrial Partners for $8.25 Per Share in Cash EX-99.1 2 d412462dex991.htm EX-99.1 Exhibit 99.1 News Release CDI Corp. to be Acquired by AE Industrial Partners for $8.25 Per Share in Cash Philadelphia (July 31, 2017) – CDI Corp. (NYSE: CDI) (“CDI”, or the “Company”), a leading provider of engineering, information technology, and staffing solutions, today announced that it has entered into a definitive agreement to be acquired by affiliates of
June 27, 2017	11-K	CDI 11-K Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 11-K (Mark One) x Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2016 or ? Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
May 31, 2017	SD	CDI FORM SD Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CDI Corp. (Exact name of registrant as specified in its charter) Pennsylvania 001-05519 23-2394430 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1735 Market Street, Suite 200, Philadelphia, PA 19103 (Addres
May 31, 2017	EX-1.01	CDI Corp. Conflict Minerals Report EX-1.01 Exhibit 1.01 CDI Corp. Conflict Minerals Report CDI Corp. (?CDI?, the ?Company?, ?we?, ?us? or ?our?) has prepared this Conflict Minerals Report (this ?Report?) for the calendar year 2016 (the ?Reporting Period?) in accordance with Rule 13p-1 under the Securities Exchange Act of 1934. Forward-Looking Statements This Report contains one or more forward-looking statements within the meaning
May 10, 2017	10-Q	CDI 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2017 or ? Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
May 10, 2017	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2017 CDI Corp.
May 10, 2017	EX-99	CDI Corp. Reports First Quarter 2017 Results CDI Corp. Reports First Quarter 2017 Results PHILADELPHIA, May 10, 2017 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the first quarter ended March 31, 2017. "During the first quarter, our investments in sales capacity and our collaborative programs to restore growth demonstrated positive momentum, with an expanding sales pipeline, add-on business secured from exi
April 28, 2017	10-K/A	CDI AMENDMENT NO. 1 TO FORM 10-K (Annual Report) 10-K/A 1 d385598d10ka.htm AMENDMENT NO. 1 TO FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K/A (Amendment No. 1) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2016 or ☐ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 fo
March 20, 2017	8-K	Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits 8-K 1 cdi-8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: March 17, 2017 (Date of earliest event reported) CDI Corp. (Exact name of registrant as specified in its charter) Pennsylvania 001-05519 23-2394430 (State or other jurisdiction of incorporation)
March 20, 2017	EX-99.1	CDI CORP. TO EXPLORE STRATEGIC ALTERNATIVES TO MAXIMIZE STOCKHOLDER VALUE, ENGAGES FINANCIAL ADVISER Exhibit Exhibit 99.1 News Release CDI CORP. TO EXPLORE STRATEGIC ALTERNATIVES TO MAXIMIZE STOCKHOLDER VALUE, ENGAGES FINANCIAL ADVISER Philadelphia (March 20, 2017) - CDI Corp. (NYSE: CDI) (the ?Company?), a leading provider of engineering and information technology talent, project and managed services, today announced that it has initiated a process to identify and evaluate strategic alternatives
March 20, 2017	EX-3.II	BY-LAWS of CDI CORP. (a Pennsylvania corporation) (as amended through March 17, 2017) ARTICLE I. OFFICES Exhibit Exhibit 3.ii BY-LAWS of CDI CORP. (a Pennsylvania corporation) (as amended through March 17, 2017) ARTICLE I. OFFICES Section 1.01. Registered Office. The registered office of the Corporation in Pennsylvania shall be at the place designated in the Articles of Incorporation, subject to transfer upon notice to the Secretary of the Commonwealth of Pennsylvania, as may be permitted by law. Sec
March 8, 2017	10-K	CDI (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2016 or ¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
March 8, 2017	EX-99	CDI Corp. Reports Fourth Quarter and Full Year 2016 Results CDI Corp. Reports Fourth Quarter and Full Year 2016 Results PHILADELPHIA, March 8, 2017 /PRNewswire/ - CDI Corp. (NYSE: CDI), (the "Company") today reported results for the fourth quarter and full year ended December 31, 2016. "We are pleased to see the benefit of our efficiency and cost management actions on our operating expenses and cash flows in the fourth quarter, providing a stronger foundat
March 8, 2017	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2017 CDI Corp.
March 8, 2017	EX-21	SUBSIDIARIES OF THE REGISTRANT Exhibit 21 SUBSIDIARIES OF THE REGISTRANT The following are subsidiaries of the Registrant as of December 31, 2016 and the jurisdiction in which each is organized.
March 6, 2017	DFAN14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide
February 15, 2017	EX-99.3	POWER OF ATTORNEY Exhibit 99.3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Bradley L. Radoff the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of CDI Corp., a Pennsylvania corporation (the “Company”), directly or
February 15, 2017	SC 13D/A	CDI / CDI Corp. / Radoff Bradley Louis - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 CDI Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 125071100 (CUSIP Number) GREG LEMPEL 1177 West Loop S
February 15, 2017	EX-99.2	BLR PARTNERS LP 1177 West Loop South, Suite 1625 Houston, TX 7702 Exhibit 99.2 BLR PARTNERS LP 1177 West Loop South, Suite 1625 Houston, TX 7702 February 15, 2017 Re: CDI Corp. Dear Tony: Thank you for agreeing to serve as a nominee for election to the Board of Directors of CDI Corp. (the “Company”) in connection with the proxy solicitation that BLR Partners LP and its affiliates (collectively, the “BLR Partners Group”) is considering undertaking to nominate and
February 15, 2017	EX-99.1	JOINDER AGREEMENT Exhibit 99.1 JOINDER AGREEMENT This JOINDER AGREEMENT (the “Joinder”) is dated as of February 15, 2017 by and among BLR Partners LP, BLRPart, LP, BLRGP Inc., Fondren Management, LP, FMLP Inc., Bradley L. Radoff, Brian J. Kelley, Kyle J. Loudermilk, Paul A. Matthews and Joshua E. Schechter (collectively, the “Existing Members”) and Anthony E. Scott (the “New Member”). WHEREAS, the Existing Members
February 14, 2017	SC 13G/A	CDI / CDI Corp. / GARRISON WALTER R - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 38) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul
February 13, 2017	SC 13G/A	CDI / CDI Corp. / GARRISON FAMILY TRUSTS - SC 13G/A Passive Investment SC 13G/A 1 d290048dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 36) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the approp
February 9, 2017	SC 13G/A	CDI / CDI Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 dfs272.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* CDI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 125071100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule
February 3, 2017	EX-99.2	BLR PARTNERS LP 1177 West Loop South, Suite 1625 Houston, TX 7702 Exhibit 99.2 BLR PARTNERS LP 1177 West Loop South, Suite 1625 Houston, TX 7702 February , 2017 Re: CDI Corp. Dear : Thank you for agreeing to serve as a nominee for election to the Board of Directors of CDI Corp. (the “Company”) in connection with the proxy solicitation that BLR Partners LP and its affiliates (collectively, the “BLR Partners Group”) is considering undertaking to nominate and elect
February 3, 2017	EX-99.1	JOINT FILING AND SOLICITATION AGREEMENT Exhibit 99.1 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of CDI Corp., a Pennsylvania corporation (the “Company”); WHEREAS, BLR Partners LP, BLRPart, LP, BLRGP Inc., Fondren Management, LP, FMLP Inc. and Bradley L. Radoff (collectively, “Fondren”), Brian J. Kelley, Kyle Loudermilk, Paul Matthews and Joshua E. Schechter wish to
February 3, 2017	EX-99.3	POWER OF ATTORNEY Exhibit 99.3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Bradley L. Radoff the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of CDI Corp., a Pennsylvania corporation (the “Company”), directly or
February 3, 2017	SC 13D/A	CDI / CDI Corp. / Radoff Bradley Louis - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 CDI Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 125071100 (CUSIP Number) GREG LEMPEL 1177 West Loop S
January 31, 2017	EX-10.4	CDI CORPORATION Exhibit EXHIBIT 10.4 CDI CORPORATION January 25, 2017 Brian Short Dear Brian, In recognition of your efforts to CDI Corporation (? CDI ?), we would like to enter into this letter agreement with you (this ? Agreement ?). ? If your employment is terminated by CDI without Cause (and not due to death or Disability), then you will be entitled to receive a severance benefit equal to 12 months of continu
January 31, 2017	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 01/25/2017 CDI Corp.
January 31, 2017	EX-10.5	CDI CORP. TIME-VESTED DEFERRED STOCK AGREEMENT Exhibit EXHIBIT 10.5 CDI CORP. TIME-VESTED DEFERRED STOCK AGREEMENT 1. Grant of Time-Vested Deferred Stock . The Company hereby grants to Brian Short (the ? Recipient ?) 59,500 shares of Time-Vested Deferred Stock (the ?Time-Vested Deferred Stock?). This Grant is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. Capitalized terms used but not
January 31, 2017	EX-10.2	CDI CORP. TIME-VESTED DEFERRED STOCK AGREEMENT Exhibit EXHIBIT 10.2 CDI CORP. TIME-VESTED DEFERRED STOCK AGREEMENT 1. Grant of Time-Vested Deferred Stock . The Company hereby grants to Michael Castleman (the ? Recipient ?) 87,500 shares of Time-Vested Deferred Stock (the ?Time-Vested Deferred Stock?). This Grant is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. Capitalized terms used bu
January 31, 2017	EX-10.3	CDI CORP. PERFORMANCE UNITS AGREEMENT Exhibit EXHIBIT 10.3 CDI CORP. PERFORMANCE UNITS AGREEMENT 1. Grant of Performance Units . The Company hereby grants to Michael S. Castleman (the ? Recipient ?) 37,500 Performance Units. This Grant is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan. I
January 31, 2017	EX-10.1	CDI CORPORATION Exhibit EXHIBIT 10.1 CDI CORPORATION January 25, 2017 Michael S. Castleman Dear Michael, In recognition of your efforts to CDI Corporation (? CDI ?), your appointment as President of CDI Corp. (? Parent ?) and assumption of the role of Interim Chief Executive Officer of Parent, we would like to enter into this letter agreement with you (this ? Agreement ?). ? Your Base Salary is increased to $500,
January 31, 2017	EX-10.6	CDI CORP. PERFORMANCE UNITS AGREEMENT EX-10.6 7 exhibit106shortperformance.htm EXHIBIT 10.6 EXHIBIT 10.6 CDI CORP. PERFORMANCE UNITS AGREEMENT 1. Grant of Performance Units. The Company hereby grants to Brian D. Short (the “Recipient”) 25,500 Performance Units. This Grant is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. Capitalized terms used but not defined herein shall have
December 22, 2016	EX-99.1	Dechert Billings Exhibit 99.1 Dear Mr. Winokur, After 48 years on the Board of Directors of CDI Corporation (“CDI”), it is time for you to resign. Your tenure has been marked by abysmal shareholder returns and serious conflicts of interest which have transferred wealth from CDI shareholders to you and to Dechert LLP, the law firm at which you have long served as partner, Chairman and CEO. As shown in the chart bel
December 22, 2016	SC 13D/A	CDI / CDI Corp. / Radoff Bradley Louis - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 CDI Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 125071100 (CUSIP Number) GREG LEMPEL 1177 West Loop S
December 20, 2016	SC 13D/A	CDI / CDI Corp. / Radoff Bradley Louis - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment SC 13D/A 1 sc13da30907600612192016.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 CDI Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of
December 20, 2016	EX-99.1	December 20, 2016 Exhibit 99.1 December 20, 2016 CDI Corp. 1735 Market Street, Suite 200 Philadelphia, Pennsylvania 19103 Attention: Anna M. Seal, Chair of the Nominating and Corporate Governance Committee Dear Ms. Seal, We are writing to you as the Chairman of the Nominating and Corporate Governance Committee (the “Governance Committee”) of the Board of CDI Corp (“CDI”). As you well know, in 2014, we wrote a priva
December 14, 2016	EX-99.1	CDI Corp. Exhibit 99.1 December 14, 2016 CDI Corp. 1735 Market Street, Suite 200 Philadelphia, Pennsylvania 19103 Attention: Walter R. Garrison, Chairman of the Board Dear Mr. Garrison, We currently own over 1.46 million shares of CDI Corp. (“CDI” or the “Company”) representing approximately 7.8% of the outstanding shares. Our significant ownership stake makes us the largest unaffiliated shareholder group o
December 14, 2016	SC 13D/A	CDI / CDI Corp. / Radoff Bradley Louis - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 CDI Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 125071100 (CUSIP Number) GREG LEMPEL 1177 West Loop S
November 8, 2016	EX-10.1	SEPARATION AGREEMENT EX-10.1 2 malanseparationagreement11.htm EXHIBIT 10.1 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”), dated as of November 7, 2016, is made by and between CDI Corporation, a Pennsylvania corporation (the “Company”) and Daniel Hugo Malan (“Executive”). Recitals WHEREAS, Executive was previously employed as the Company’s Executive Vice President, Staffing-North America pursuant to
November 8, 2016	8-K	CDI 8-K SEPARATION OF D HUGO MALAN 11_7_16 (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2016 CDI Corp.
November 3, 2016	10-Q	CDI 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2016 or ? Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
November 3, 2016	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 11/03/16 CDI Corp.
November 3, 2016	EX-10.2	Change to Director Compensation Exhibit 10.2 Change to Director Compensation As part of their compensation for service on the Board of Directors of CDI Corp. (the “Company”), each non-employee director of the Company receives, at the beginning of the one-year period between annual meetings of the shareholders of the Company, a grant of shares of Time-Vested Deferred Stock (TVDS). The shares of TVDS vest on the third anniversary
November 3, 2016	EX-10.1	EX-10.1 exhibitbtoamendmentno2cr
November 3, 2016	EX-10.1	AMENDMENT NO. 2 TO CREDIT AGREEMENT, WAIVER AND CONSENT [Execution Version] AMENDMENT NO. 2 TO CREDIT AGREEMENT, WAIVER AND CONSENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, WAIVER AND CONSENT (this “Amendment”) is made as of September 16, 2016 (the “First Amendment Effective Date”) by and among CDI CORP. (the “Company” or the “Lead Borrower”), CDI CORPORATION (the “U.S. Subsidiary”), CDI ANDERSELITE LIMITED (the “U.K. Subsidiary”), CDI PROFESSIONAL SE
November 2, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2016 CDI Corp.
November 2, 2016	EX-99.1	CDI Corp. Reports Third Quarter 2016 Results EX-99.1 2 v452039ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CDI Corp. Reports Third Quarter 2016 Results PHILADELPHIA, Nov. 2, 2016 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the third quarter ended September 30, 2016. "Business performance during the third quarter includes actions taken to improve our expense structure and cash conversion, as well as strategic focus
October 18, 2016	SC 13D/A	CDI / CDI Corp. / Radoff Bradley Louis - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 CDI Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 125071100 (CUSIP Number) GREG LEMPEL 1177 West Loop S
October 6, 2016	8-K	Costs Associated with Exit or Disposal Activities Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 09/30/2016 CDI Corp.
September 28, 2016	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $0.10 par value per share, of CDI Corp., a Pennsylvania corporation. This J
September 28, 2016	SC 13D	CDI / CDI Corp. / Radoff Bradley Louis - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 CDI Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 125071100 (CUSIP Number) GREG LEMPEL 1177 West Loop So
September 22, 2016	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events 8-K 1 form8-kxprojectspector.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 9/16/2016 CDI Corp. (Exact name of registrant as specified in its charter) Commission file number: 001-05519 Pennsylvania (State of incorporation) 2
September 22, 2016	EX-99.1	CDI Corp. Announces Sale of AndersElite UK Subsidiary EX-99.1 3 a991-pressreleaseissuedbyt.htm EXHIBIT 99.1 Exhibit 99.1 News Release CDI Corp. Announces Sale of AndersElite UK Subsidiary Philadelphia (September 19, 2016) - CDI Corp. (NYSE: CDI) (the “Company”) today announced it has sold its UK-based subsidiary, CDI AndersElite Ltd. (“Anders”), to the Anders management team and employees. Anders provides staffing and recruitment services to firms in
September 22, 2016	EX-1.1	DATED 16 SEPTEMBER 2016 (1) CDI CORPORATION (2) ANDERSELITE HOLDINGS LTD AGREEMENT FOR THE SALE AND PURCHASE OF CDI ANDERSELITE LIMITED 160 Queen Victoria Street London EC4V 4QQ, UK Tel: +44 (0) 20 7184 7000 Fax: +44 (0) 20 7184 7001 Document DATED 16 SEPTEMBER 2016 (1) CDI CORPORATION AND (2) ANDERSELITE HOLDINGS LTD AGREEMENT FOR THE SALE AND PURCHASE OF CDI ANDERSELITE LIMITED 160 Queen Victoria Street London EC4V 4QQ, UK Tel: +44 (0) 20 7184 7000 Fax: +44 (0) 20 7184 7001 TABLE OF CONTENTS Page 1.
September 22, 2016	EX-99.2	(b) Historical CDI Corp. Pro Forma Adjustments Pro Forma Assets Current assets: Cash and cash equivalents $ 4,675 $ 5,487 (a) $ 10,162 Accounts receivable, net of allowances 218,224 (16,596 ) 201,628 Prepaid expenses and other current assets 12,554 ( EX-99.2 4 a992-unauditedproformafina.htm EXHIBIT 99.2 Exhibit 99.2 CDI CORP. AND SUBSIDIARIES Unaudited Pro Forma Consolidated Financial Information Introduction On September 16, 2016, CDI Corporation (the “Company”), a subsidiary of CDI Corp., completed the sale of CDI AndersElite Limited ("Anders"), the Company's UK-based staffing and recruitment business, to AndersElite Holdings Ltd. ("Holdings
September 22, 2016	EX-10.1	Supplier Relationship Agreement Master Statement of Work Exhibit Exhibit 10.1 Supplier Relationship Agreement Master Statement of Work SRA # 4916014206 MSOW # 4916014591 This Master Statement of Work # 4916014591 ("MSOW") adopts and incorporates by reference the terms and conditions of Supplier Relationship Agreement #4916014206 (?SRA? or ?Base Agreement?) between International Business Machines Corporation (?IBM? or ?Buyer?) and CDI Corporation (?Suppl
September 22, 2016	8-K	CDI 8-K IBM CONTRACT 9_22_16 (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 09/17/2016 CDI Corp.
September 22, 2016	EX-10.2	Supplier Relationship Agreement # 4916014206 EX-10.2 3 ibmsra.htm EXHIBIT 10.2 SRA Exhibit 10.2 Supplier Relationship Agreement # 4916014206 Using this Supplier Relationship Agreement (SRA), International Business Machines Corporation (IBM) may order deliverables (Deliverables) and services (Services) available from CDI Corporation (Supplier) for itself or on behalf of its customers (Customers). Details regarding the Deliverables and Service
September 19, 2016	EX-99.1	Caution Concerning Forward-Looking Statements Exhibit EXHIBIT 99.1 News Release CDI Corp. Board of Directors Accepts Resignation of Scott Freidheim, CEO Chief Financial Officer Michael Castleman to serve as President and interim CEO Philadelphia (September 16, 2016) - CDI Corp . (NYSE: CDI) (the ?Company?) today announced that the Board of Directors has accepted the resignation of CEO and President, Scott Freidheim. Freidheim is leaving to pu
September 19, 2016	8-K	CDI 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 09/15/2016 CDI Corp.
September 19, 2016	EX-10.1	SEPARATION AGREEMENT Exhibit Exhibit 10.1 Execution Version SEPARATION AGREEMENT This Separation Agreement (this ? Agreement ?), dated as of September 15, 2016, is made by and between CDI Corp., a Pennsylvania corporation (the ? Company ?) and Scott Freidheim (? Executive ?). Recitals WHEREAS , Executive was previously employed as the Company?s Chief Executive Officer and President pursuant to an employment agreement
August 4, 2016	10-Q	CDI 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2016 or ? Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
August 4, 2016	EX-10.1	AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of June 30, 2016 by and among CDI CORP. (the “Company” or the “Lead Borrower”), CDI CORPORATION (the “U.S. Subsidiary”), CDI ANDERSELITE LIMITED (the “U.K. Subsidiary”), CDI PROFESSIONAL SERVICES, LTD. (the “Canadian Subsidiary”), the other Borrowers (as defined in the Credit Agreement referr
August 3, 2016	EX-99.1	CDI Corp. Reports Second Quarter 2016 Results Exhibit 99 CDI Corp. Reports Second Quarter 2016 Results PHILADELPHIA, Aug. 3, 2016 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the second quarter ended June 30, 2016. "During the second quarter we made progress on our transformation and operational turnaround through additional improvements in our business development and delivery capabilities," said CEO and Pr
August 3, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2016 CDI Corp.
July 22, 2016	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2016 CDI Corp.
June 27, 2016	11-K	CDI 11-K Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 11-K (Mark One) x Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2015 or ? Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
May 27, 2016	SD	CDI FORM SD Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CDI Corp. (Exact name of registrant as specified in its charter) Pennsylvania 001-05519 23-2394430 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768 (Ad
May 27, 2016	EX-1.01	CDI Corp. Conflict Minerals Report EX-1.01 Exhibit 1.01 CDI Corp. Conflict Minerals Report This Conflict Minerals Report of CDI for calendar year 2015 was prepared in accordance with Rule 13p-1 under the Securities Exchange Act of 1934. This Conflict Minerals Report contains one or more forward-looking statements within the meaning of federal securities laws. These forward-looking statements involve a number of risks, uncertainties
May 25, 2016	EX-24	EX-24 POWER OF ATTORNEY I hereby appoint each of Brian D. Short and Craig H. Lewis as an attorney-in-fact, each with full power of substitution, to execute and file in my name and on my behalf with the Securities and Exchange Commission a Statement of Initial Beneficial Ownership of Securities on Form 3, a Statement of Changes of Beneficial Ownership of Securities on Form 4 or an Annual Statement of Cha
May 19, 2016	8-K	CDI 8-K PROXY VOTING MAY 17 2016 (Current Report/Significant Event) SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 05/17/2016 CDI Corp. (Exact name of registrant as specified in its charter) Commission File Number: 001-05519 Pennsylvania 23-2394430 (State or other jurisdiction of (IRS
May 17, 2016	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2016 CDI Corp.
May 5, 2016	10-Q	CDI 10-Q (Quarterly Report) 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2016 or ? Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
May 4, 2016	EX-99.1	CDI Corp. Reports First Quarter 2016 Results Exhibit 99 CDI Corp. Reports First Quarter 2016 Results PHILADELPHIA, May 4, 2016 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the first quarter ended March 31, 2016. "During the first quarter we made progress on implementing our long-term strategic plan. In multiple areas of our business, we are beginning to realize the benefits of our focus on client service an
May 4, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v4389498k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2016 CDI Corp. (Exact Name of Registrant as Specified in Its Charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-05519 23-239443
April 18, 2016	DEF 14A	CDI DEF 14A DEF 14A 1 d161310ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Us
April 8, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 form8-kreporitngsegmentxdo.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 4/8/2016 CDI Corp. (Exact name of registrant as specified in its charter) Commission file number: 001-05519 Pennsylvania (State of incorporation
April 8, 2016	EX-99	Year ended December 31, 2015 Exhibit EXHIBIT 99 The unaudited reclassified summary segment financial information provided below is provided to reflect the realignment of the Company's reporting segments effective during the first quarter of 2016.
March 3, 2016	10-K	CDI 10-K (Annual Report) 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2015 or ? Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
March 3, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 2, 2016 CDI Corp.
March 3, 2016	EX-99.1	CDI Corp. Reports Fourth Quarter and Full Year 2015 Results Exhibit 99.1 CDI Corp. Reports Fourth Quarter and Full Year 2015 Results PHILADELPHIA, March 2, 2016 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the fourth quarter and full year ended December 31, 2015. "Our fourth quarter results reflect continued pressure from macroeconomic and discrete challenges within our concentrated client base," said President and Chief
March 3, 2016	EX-21	SUBSIDIARIES OF THE REGISTRANT Exhibit 21 SUBSIDIARIES OF THE REGISTRANT The following are subsidiaries of the Registrant as of December 31, 2015 and the jurisdiction in which each is organized.
February 18, 2016	8-K	CDI 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2016 CDI Corp.
February 12, 2016	SC 13G/A	CDI SC 13G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 37) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul
February 11, 2016	SC 13G/A	CDI SC 13G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 35) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul
February 9, 2016	SC 13G/A	CDI / CDI Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* CDI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 125071100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi
January 8, 2016	SC 13G/A	CDI / CDI Corp. / HEARTLAND ADVISORS INC - AMENDMENT NO. 5 TO SCHEDULE 13G Passive Investment SC 13G/A 1 heartlandcdi13ga.htm AMENDMENT NO. 5 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* CDI Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 125071100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriat
November 20, 2015	EX-99.3	See accompanying notes to unaudited pro forma combined condensed financial statements Exhibit Exhibit 99.3 CDI CORP. AND SUBSIDIARIES Unaudited Pro Forma Combined Financial Information as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014 INTRODUCTION On October 6, 2015, CDI Corporation, a subsidiary of CDI Corp. ("CDI" or the "Company"), acquired EdgeRock Technologies, LLC ("EdgeRock"), a provider of ERP and specialist IT staffing talent,
November 20, 2015	8-K/A	Financial Statements and Exhibits 8-K/A 1 form8-kaxedgerockacquisiti.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 10/6/2015 CDI Corp. (Exact name of registrant as specified in its charter) Commission file number: 001-05519 Pennsylvania
November 20, 2015	EX-99.2	EDGEROCK TECHNOLOGIES, LLC FINANCIAL STATEMENTS SEPTEMBER 30, 2015 EDGEROCK TECHNOLOGIES, LLC TABLE OF CONTENTS Page No. FINANCIAL STATEMENTS (Unaudited) Balance Sheets - September 30, 2015 and December 31, 2014 1 - 2 Statements of Income - nine mont EX-99.2 4 a992-unaudiedinterimfinanc.htm EXHIBIT 99.2 Exhibit 99.2 EDGEROCK TECHNOLOGIES, LLC FINANCIAL STATEMENTS SEPTEMBER 30, 2015 (Unaudited) EDGEROCK TECHNOLOGIES, LLC TABLE OF CONTENTS Page No. FINANCIAL STATEMENTS (Unaudited) Balance Sheets - September 30, 2015 and December 31, 2014 1 - 2 Statements of Income - nine months ended September 30, 2015 and 2014 3 Statements of Comprehensive Inco
November 20, 2015	EX-99.1	EDGEROCK TECHNOLOGIES, LLC FINANCIAL STATEMENTS DECEMBER 31, 2014 EDGEROCK TECHNOLOGIES, LLC TABLE OF CONTENTS Page No. INDEPENDENT AUDITORS’ REPORT 1 - 2 FINANCIAL STATEMENTS Balance Sheet 3 - 4 Statement of Income 5 Statement of Comprehensive Incom Exhibit Exhibit 99.1 EDGEROCK TECHNOLOGIES, LLC FINANCIAL STATEMENTS DECEMBER 31, 2014 EDGEROCK TECHNOLOGIES, LLC TABLE OF CONTENTS Page No. INDEPENDENT AUDITORS? REPORT 1 - 2 FINANCIAL STATEMENTS Balance Sheet 3 - 4 Statement of Income 5 Statement of Comprehensive Income 6 Statement of Changes in Members' Equity 7 Statement of Cash Flows 8 Notes to Financial Statements 9 - 20 SUPPLEMENTARY INFORM
November 5, 2015	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2015 CDI Corp.
November 5, 2015	EX-99.1	CDI Corp. Reports Third Quarter 2015 Results EX-99.1 2 v423794ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CDI Corp. Reports Third Quarter 2015 Results PHILADELPHIA, Nov. 4, 2015 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the third quarter ended September 30, 2015. "We are continuing to make progress on key elements of our transformation and operational turnaround. While consistent with previously articulated exp
November 5, 2015	EX-99.2	CDI Corp. Declares Fourth Quarter 2015 Dividend EX-99.2 3 v423794ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 News Release CDI Corp. Declares Fourth Quarter 2015 Dividend Philadelphia (November 4, 2015) - CDI Corp. (NYSE: CDI) today announced that its Board of Directors has authorized a fourth quarter 2015 dividend of $0.13 per share. The dividend is payable on December 2, 2015, to holders of record as of the close of business on November 18, 2015. Abo
November 5, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2015 or ¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
November 4, 2015	8-K	CDI 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2015 CDI Corp.
November 4, 2015	EX-10.1	CREDIT AGREEMENT Dated as of October 30, 2015 CDI CORP., et al. as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Hereto BANK OF AMERICA, N.A. and BANK OF MONTREAL, Joint Lead Arra EX-10.1 2 creditagreementcdicorpbaml.htm EXHIBIT 10.1 CREDIT AGREEMENT [Execution Version] CREDIT AGREEMENT Dated as of October 30, 2015 among CDI CORP., et al. as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANK OF AMERICA, N.A. and BANK OF MONTREAL, as Joint Lead Arrangers and Joint Bookrunners 3775032.13 TABLE O
October 29, 2015	8-K	CDI 8-K DEPARTURE OF AN EXECUTIVE OFFICER (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 10/23/2015 CDI Corp.
October 13, 2015	EX-99.1	CDI Acquires EdgeRock Technologies, a Leading Provider of Specialty IT Staffing Exhibit News Release CDI Acquires EdgeRock Technologies, a Leading Provider of Specialty IT Staffing Enables CDI to better serve existing and new client demand for specialized IT skills Immediately accretive to EPS, excluding transaction expenses Philadelphia (October 5, 2015) ? CDI Corp.
October 13, 2015	EX-2.1	SHARE PURCHASE AGREEMENT by and among CDI CORPORATION, EDGEROCK TECHNOLOGIES, LLC, THE SELLERS LISTED ON THE SIGNATURE PAGES HERETO and MEP ADVISORS, LLC SOLELY IN ITS CAPACITY AS REPRESENTATIVE OF THE SELLERS Dated as of October 6, 2015 Exhibit EXECUTION VERSION SHARE PURCHASE AGREEMENT by and among CDI CORPORATION, EDGEROCK TECHNOLOGIES, LLC, THE SELLERS LISTED ON THE SIGNATURE PAGES HERETO and MEP ADVISORS, LLC SOLELY IN ITS CAPACITY AS REPRESENTATIVE OF THE SELLERS Dated as of October 6, 2015 21332027.
October 13, 2015	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 10/6/2015 CDI Corp.
August 6, 2015	EX-99.2	CDI Corp. Declares Third Quarter 2015 Dividend Exhibit 99.2 News Release CDI Corp. Declares Third Quarter 2015 Dividend Philadelphia (August 4, 2015) - CDI Corp. (NYSE: CDI) today announced that its Board of Directors has authorized a third quarter 2015 dividend of $0.13 per share. The dividend is payable on September 1, 2015, to holders of record as of the close of business on August 18, 2015. About CDI CDI Corp. (NYSE: CDI) provides client-f
August 6, 2015	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2015 CDI Corp.
August 6, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2015 or ¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
August 6, 2015	EX-10.2	CDI Corp. LONG-TERM INCENTIVE AWARD CDI Corp. LONG-TERM INCENTIVE AWARD 1. Award. CDI Corp., a Pennsylvania corporation (the “Company”) hereby grants to William J. Wasilewski (the “Recipient”) the opportunity to earn a long-term incentive award (the “Award”) under the CDI Corp. Executive Bonus Plan (the “Plan”) in accordance with the terms and conditions set forth in this agreement (this “Agreement”). This Award is subject to the te
August 6, 2015	EX-99.1	CDI Corp. Reports Second Quarter 2015 Results EX-99.1 2 v417289ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CDI Corp. Reports Second Quarter 2015 Results PHILADELPHIA, Aug. 5, 2015 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the second quarter ended June 30, 2015. "We continue to make progress on the key elements of our transformation. The impact of our initiatives is not yet evident in our financial results, nor d
August 6, 2015	EX-10.1	CDI Corp. LONG-TERM INCENTIVE AWARD CDI Corp. LONG-TERM INCENTIVE AWARD 1. Award. CDI Corp., a Pennsylvania corporation (the “Company”) hereby grants to Brian D. Short (the “Recipient”) the opportunity to earn a long-term incentive award (the “Award”) under the CDI Corp. Executive Bonus Plan (the “Plan”) in accordance with the terms and conditions set forth in this agreement (this “Agreement”). This Award is subject to the terms, de
June 30, 2015	11-K	CDI 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 11-K (Mark One) x Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2014 or ? Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
May 29, 2015	SD	CDI FORM SD 2014 CONFLICT MINERALS FormSDdraft5-27-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 21, 2015	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 05/19/2015 CDI Corp. (Exact name of registrant as specified in its charter) Commission File Number: 001-05519 Pennsylvania 23-2394430 (State or other jurisdiction of (IRS Employer inc
May 7, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2015 or ¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
May 6, 2015	EX-99.2	CDI Corp. Declares Second Quarter 2015 Dividend Exhibit 99.2 News Release CDI Corp. Declares Second Quarter 2015 Dividend Philadelphia (May 5, 2015) - CDI Corp. (NYSE: CDI) today announced that its Board of Directors has authorized a second quarter 2015 dividend of $0.13 per share. The dividend is payable on June 2, 2015, to holders of record as of the close of business on May 19, 2015. About CDI CDI Corp. (NYSE: CDI) provides client-focused en
May 6, 2015	EX-99.1	CDI Corp. Reports First Quarter 2015 Results Exhibit 99.1 CDI Corp. Reports First Quarter 2015 Results PHILADELPHIA, May 5, 2015 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the first quarter ended March 31, 2015. "We are implementing with a sense of urgency multiple business improvement initiatives to deliver profitable growth and transform CDI," said Scott J. Freidheim, Chief Executive Officer and Preside
May 6, 2015	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2015 CDI Corp.
April 20, 2015	DEF 14A	CDI DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 11, 2015	8-K	CDI 8-K (Current Report/Significant Event) 8-K re exec comp (3-5-15) from Word UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2015 CDI Corp.
March 5, 2015	EX-10.42	CDI Corp. PERFORMANCE UNITS Exhibit D Execution Version CDI Corp. PERFORMANCE UNITS 1. Grant of Performance Units. CDI Corp., a Pennsylvania corporation (the “Company”) hereby grants to Michael Castleman (the “Recipient”) 142,052 Performance Units (“PSU”). This Grant is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms of this
March 5, 2015	EX-10.41	[signature page follows] Execution Version This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 20th day of October, 2014 between CDI Corporation, a Pennsylvania corporation (the “Company”), and Michael S.
March 5, 2015	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K 10-K 1 cdi-2014123110xk.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2014 or ¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to . Commission file number: 00
March 5, 2015	EX-10.37	[signature page follows] Execution Version EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 27th day of October, 2014 between CDI Corporation, a Pennsylvania corporation (the “Company”), and David Arkless (“Employee”).
March 5, 2015	EX-3.2	BY-LAWS of CDI CORP. (a Pennsylvania corporation) (as amended through December 16, 2014) EX-3.2 2 exhibit32-20141231.htm EXHIBIT 3.2 BY-LAWS of CDI CORP. (a Pennsylvania corporation) (as amended through December 16, 2014) TABLE OF CONTENTS Page ARTICLE I. OFFICES 1 Section 1.01. Registered Office 1 Section 1.02. Other Offices 1 ARTICLE II. SEAL 1 Section 2.01. Corporate Seal 1 ARTICLE III. SHAREHOLDERS MEETINGS 1 Section 3.01. Place of Meetings 1 Section 3.02. Annual Meetings 1 Sectio
March 5, 2015	EX-10.38	CDI Corp. PERFORMANCE UNITS Execution Version CDI Corp. PERFORMANCE UNITS 1. Grant of Performance Units. CDI Corp., a Pennsylvania corporation (the “Company”) hereby grants to David Arkless (the “Recipient”) 603,362 Performance Units (“PSU”). This Grant is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms of this agreement (th
March 5, 2015	EX-10.39	[signature page follows] Execution Version This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 20th day of October, 2014 between CDI Corporation, a Pennsylvania corporation (the “Company”), and Daniel Hugo Malan (“Executive”).
March 5, 2015	EX-21	SUBSIDIARIES OF THE REGISTRANT Exhibit 21 SUBSIDIARIES OF THE REGISTRANT The following are subsidiaries of the Registrant as of December 31, 2014 and the jurisdiction in which each is organized.
March 5, 2015	EX-10.40	Execution Version Exhibit D Execution Version CDI Corp. PERFORMANCE UNITS 1. Grant of Performance Units. CDI Corp., a Pennsylvania corporation (the “Company”) hereby grants to Daniel Hugo Malan (the “Recipient”) 142,052 Performance Units (“PSU”). This Grant is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms of this
March 4, 2015	EX-99.2	CDI Corp. Declares First Quarter 2015 Dividend Exhibit 99.2 News Release CDI Corp. Declares First Quarter 2015 Dividend Philadelphia (March 2, 2015) - CDI Corp. (NYSE: CDI) today announced that its Board of Directors has authorized a first quarter 2015 dividend of $0.13 per share. The dividend is payable on March 30, 2015, to holders of record as of the close of business on March 16, 2015. About CDI CDI Corp. (NYSE: CDI) provides client-focuse
March 4, 2015	EX-99.1	CDI Corp. Reports Fourth Quarter and Full Year 2014 Results EX-99.1 2 v403513ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CDI Corp. Reports Fourth Quarter and Full Year 2014 Results PHILADELPHIA, March 3, 2015 /PRNewswire/ - CDI Corp. (NYSE:CDI) (the "Company") today reported results for the fourth quarter and full year ended December 31, 2014. "The fourth quarter represents the beginning of the transformation of the CDI platform. We are executing with a sense of
March 4, 2015	8-K	Results of Operations and Financial Condition, Other Events 8-K 1 v4035138k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 2, 2015 CDI Corp. (Exact Name of Registrant as Specified in Its Charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-05519 23-2394
February 17, 2015	SC 13G/A	CDI / CDI Corp. / GARRISON FAMILY TRUSTS - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 34) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul
February 17, 2015	SC 13G/A	CDI / CDI Corp. / GARRISON WALTER R - SC 13G AMENDMENT NO. 36 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 36) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan
February 13, 2015	SC 13G/A	CDI / CDI Corp. / HEARTLAND ADVISORS INC - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment SC 13G/A 1 heartlandcdi13ga.htm AMENDMENT NO. 4 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CDI Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 125071100 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriat
February 5, 2015	SC 13G/A	CDI / CDI Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 rrd050.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CDI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 125071100 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule
January 30, 2015	EX-10.1	SEPARATION AGREEMENT RELEASE AND WAIVER OF CLAIMS EX-10.1 2 january3020158-kex101.htm EXHIBIT 10.1 Exhibit 10.1 SEPARATION AGREEMENT and RELEASE AND WAIVER OF CLAIMS THIS IS A SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS (hereinafter referred to as "Agreement"), by and between CDI Corporation (hereinafter referred to as "Company") and Robert M. Larney (hereinafter referred to as "Employee") which is entered into in connection with the te
January 30, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 1/26/2015 CDI Corp.
January 29, 2015	SC 13G/A	CDI / CDI Corp. / VAN DEN BERG MANAGEMENT I, INC Passive Investment SC 13G/A 1 fp0012977sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 6)* CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 (Title of Class of Securities) 125071100 (CUSIP Number) December
December 30, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 4, 2014 CDI Corp.
December 30, 2014	EX-10.1	Dear Supplier, EX-10.1 Exhibit 10.1 International Business Machines Corporation Global Technical Services Council 3039 Cornwallis Road Bldg 002/Rm 210 Research Triangle Park NC 27709-2195 Attention: Shyra Laws-Daniels - Phone (919) 486-2316 Date: November 07, 2014 To: CDI Corporation From: Daniel Schaefer Program Director, US Technical Services Integrated Supply Chain Subject: Amendment to Master Statement of Wo
December 22, 2014	EX-3.1	AMENDMENTS TO BY-LAWS OF CDI CORP. APPROVED ON DECEMBER 16, 2014 Exhibit 3.1 AMENDMENTS TO BY-LAWS OF CDI CORP. APPROVED ON DECEMBER 16, 2014 1. Section 3.02 was amended to read as follows: Annual Meetings. An annual meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the place within or without the Commonwealth of Pennsylvania, on th
December 22, 2014	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities 8-K 1 form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2014 CDI Corp. (Exact name of registrant as specified in its charter) Commission file number: 001-05519 Pennsylvania (State of incorporation) 23-23944
November 12, 2014	EX-99.1	Third Quarter 2014 EX-99.1 Third Quarter 2014 CDI Investor Overview Exhibit 99.1 Caution Concerning Forward-Looking Statements This presentation contains forward-looking statements (within the meaning of U.S. securities laws) regarding matters such as our strategies for growth and future financial results. Such forward-looking statements are not guarantees of future performance and involve a number of risks, uncerta
November 12, 2014	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d816402d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 12, 2014 CDI Corp. (Exact Name of Registrant as Specified in Its Charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-05519 23
November 6, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2014 CDI Corp. (Exact name of registrant as specified in its charter) Commission file number: 001-05519 Pennsylvania (State of incorporation) 23-239443
November 6, 2014	EX-10.1	CDI Anderselite Limited CDI Anderselite Limited Stuart Batchelor The Ridings 216 Forest Road Coalville Leicestershire LE67 3SJ Without Prejudice Subject to Contract 31 October 2014 Dear Stuart Settlement Agreement between CDI Anderselite Limited (“the Company”) and Stuart Batchelor (“the Employee/you”) Following our recent discussions, set out below are the terms we have agreed upon which your employment with the Company will conclude.
November 3, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2014 or ¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
October 29, 2014	8-K	Results of Operations and Financial Condition, Other Events 8-K 1 v3922718k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2014 CDI Corp. (Exact Name of Registrant as Specified in Its Charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-05519 23-2
October 29, 2014	EX-99.1	CDI Corp. Reports Third Quarter 2014 Results CDI Corp. Reports Third Quarter 2014 Results PHILADELPHIA, Oct. 28, 2014 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the third quarter ended September 30, 2014. Third Quarter Highlights Revenue of $295.7 million, an increase of 6.4% versus third quarter 2013 Operating profit of $8.5 million, an increase of 22.1% versus third quarter 2013 Earnings per diluted sha
October 29, 2014	EX-99.1	CDI Corp. Declares Fourth Quarter 2014 Dividend News Release CDI Corp. Declares Fourth Quarter 2014 Dividend Philadelphia (October 27, 2014) - CDI Corp. (NYSE: CDI) today announced that its Board of Directors has authorized a fourth quarter 2014 dividend of $0.13 per share. The dividend is payable on November 24, 2014, to holders of record as of the close of business on November 10, 2014. About CDI CDI Corp. is an integrated engineering and tec
September 15, 2014	EX-10.1	[signature page follows] EX-10.1 2 exhibit101.htm EXHIBIT Execution Version This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 10th day of September, 2014 between CDI Corp., a Pennsylvania corporation (the “Company”), and Scott Freidheim (“Executive”). The date on which Executive’s employment with the Company commences, which Executive agrees is required to occur no later than September 15, 2014, is ref
September 15, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 9/9/2014 CDI Corp.
August 18, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 8/12/2014 CDI Corp.
August 18, 2014	EX-10	Summary of Key Terms Scott Freidheim Employment Agreement EX-10 2 exhibit10.htm EXHIBIT Execution Version August 12, 2014 Summary of Key Terms Scott Freidheim Employment Agreement • Employment Agreement: As promptly as practical after the date hereof, but in all events prior to the commencement of Scott Freidheim’s (the “Executive”) employment with CDI Corp. (the “Company”), the Executive and the Company will enter into a legally binding employment agree
August 6, 2014	EX-99.2	CDI Corp. Declares Third Quarter 2014 Dividend Exhibit 99.2 News Release CDI Corp. Declares Third Quarter 2014 Dividend Philadelphia (August 1, 2014) - CDI Corp. (NYSE:CDI) today announced that its Board of Directors has authorized a third quarter 2014 dividend of $0.13 per share. The dividend is payable on August 29, 2014, to holders of record as of the close of business on August 15, 2014. About CDI CDI Corp. is an integrated, market-leading
August 6, 2014	EX-99.1	CDI Corp. Reports Second Quarter 2014 Results CDI Corp. Reports Second Quarter 2014 Results PHILADELPHIA, Aug. 6, 2014 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the second quarter ended June 30, 2014. Second Quarter Highlights Revenue of $284.3 million, an increase of 7.9% versus second quarter 2013 Gross profit margin of 18.6% versus 19.6% for second quarter 2013 Operating profit of $7.0 million for seco
August 6, 2014	EX-10.1	2014 EXECUTIVE INCENTIVE PROGRAM OVERVIEW Exhibit 10.1 2014 EXECUTIVE INCENTIVE PROGRAM OVERVIEW You have been selected to participate in the 2014 Executive Incentive Program (?Incentive Program?) based on your level of responsibility at CDI. The purpose of the Incentive Program is to recognize and reward key executives of CDI who contribute to the overall financial performance of their area, business unit, and the Corporation overall. By
August 6, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2014 or ¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
August 6, 2014	8-K	Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2014 CDI Corp.
July 1, 2014	NT 11-K	CDI / CDI Corp. NT 11-K - - NT 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-05519 CUSIP Number: 125071 100 (Check One): ¨ Form 10-K ¨ Form 20-F x Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form 10-SAR ¨ Form N-CSR For the Period Ended: December 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: Not applicable Read Instruction (on back page) Before Preparing Form.
July 1, 2014	11-K	CDI / CDI Corp. 11-K - - 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 11-K (Mark One) x Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2013 or ¨ Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
June 2, 2014	SD	- SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CDI CORP. (Exact name of registrant as specified in its charter) Pennsylvania 001-05519 23-2394430 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768 (Address of
May 22, 2014	8-K	Submission of Matters to a Vote of Security Holders - VOTING RESULTS FROM 2014 ANNUAL MEETING OF SHAREHOLDERS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 05/20/2014 CDI Corp. (Exact name of registrant as specified in its charter) Commission File Number: 001-05519 Pennsylvania 23-2394430 (State or other jurisdiction of (IRS Employer inc
May 7, 2014	EX-99.1	CDI Corp. Reports First Quarter 2014 Results CDI Corp. Reports First Quarter 2014 Results PHILADELPHIA, May 7, 2014 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today reported results for the first quarter ended March 31, 2014. First Quarter Highlights Revenue of $276.3 million, an increase of 2.5% versus first quarter 2013 Gross profit margin of 18.4% versus 18.6% for first quarter 2013 Operating profit of $4.7 million for first qua
May 7, 2014	8-K	Results of Operations and Financial Condition, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2014 CDI Corp.
May 7, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2014 or ? Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
May 7, 2014	EX-99.2	CDI Corp. Declares Second Quarter 2014 Dividend EX-99.2 3 v377489ex99-2.htm EXHIBIT 99.2 News Release CDI Corp. Declares Second Quarter 2014 Dividend Philadelphia (May 2, 2014) - CDI Corp. (NYSE:CDI) today announced that its Board of Directors has authorized a second quarter 2014 dividend of $0.13 per share. The dividend is payable on May 30, 2014, to holders of record as of the close of business on May 16, 2014. About CDI CDI Corp. is an integ
May 2, 2014	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 5/2/2014 CDI Corp.
May 2, 2014	EX-99	Year ended December 31, 2013 Year ended December 31, 2012 First Quarter Second Quarter Third Quarter Fourth Quarter Total Revenue: GETS $ 78,037 $ 79,951 $ 81,495 $ 81,806 $ 321,289 $ 325,046 PSS 177,108 168,759 182,002 180,729 708,598 710,268 MRI 14 EXHIBIT 99 The unaudited reclassified summary segment financial information provided below is provided to reflect the realignment of the Company's reporting segments effective during the first quarter of 2014.
April 17, 2014	DEF 14A	- DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 3, 2014	EX-10.1	SEPARATION AND CONSULTING AGREEMENT EXHIBIT 10.1 Execution Version SEPARATION AND CONSULTING AGREEMENT This Separation and Consulting Agreement (this “Agreement”), dated as of March 30, 2014, is made by and between CDI Corp., a Pennsylvania corporation (the “Company”) and H. Paulett Eberhart (“Executive”). Recitals WHEREAS, Executive is currently employed as the Company’s President and Chief Executive Officer; and WHEREAS, Executive
April 3, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 3/30/2014 CDI Corp.
April 3, 2014	EX-99.1	CDI Corp. Announces Leadership Transition EXHIBIT 99.1 March 31, 2014 CDI Corp. Announces Leadership Transition Executive Vice President and CFO Robert Larney to act as interim President and CEO PHILADELPHIA, March 31, 2014 /PRNewswire/ - CDI Corp. (NYSE: CDI) (the "Company") today announced that president and CEO, Paulett Eberhart has departed the company upon completion of her contract and has entered into an agreement to perform consul
March 6, 2014	EX-10.1	CDI CORP. PERFORMANCE SHARES AGREEMENT Exhibit 10.1 Exhibit 10.1 CDI CORP. PERFORMANCE SHARES AGREEMENT 1. Grant of Performance Shares. The Company hereby grants to [recipient] a target number of performance shares (“Performance Shares”), with a maximum possible payout of up to one hundred and fifty percent of the target number of Performance Shares. The maximum possible payout is dependent upon the Company’s performance as set forth i
March 6, 2014	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2013 or ¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to .
March 6, 2014	EX-21	SUBSIDIARIES OF THE REGISTRANT Exhibit 21 SUBSIDIARIES OF THE REGISTRANT The following are subsidiaries of the Registrant as of December 31, 2013 and the jurisdiction in which each is organized.
March 6, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 02/28/2014 CDI Corp. (Exact name of registrant as specified in its charter) Commission File Number: 001-05519 Pennsylvania 23-2394430 (State or other jurisdiction of incorpor
February 26, 2014	EX-99.2	CDI Corp. Declares First Quarter 2014 Dividend News Release CDI Corp. Declares First Quarter 2014 Dividend Philadelphia (February 24, 2014) - CDI Corp. (NYSE:CDI) today announced that its Board of Directors has authorized a first quarter 2014 dividend of $0.13 per share. The dividend is payable on March 24, 2014, to holders of record as of the close of business on March 10, 2014. About CDI CDI Corp. is an integrated, market-leading engineering
February 26, 2014	EX-99.1	CDI Corp. Reports Fourth Quarter and Full Year 2013 Results CDI Corp. Reports Fourth Quarter and Full Year 2013 Results PHILADELPHIA, Feb. 26, 2014 /PRNewswire/ - CDI Corp. (NYSE:CDI) (the "Company") today reported results for the fourth quarter and full year ended December 31, 2013. Fourth Quarter and Full Year Highlights Revenue in fourth quarter 2013 of $277.1 million versus $270.5 million in fourth quarter 2012. Revenue in 2013 of $1.088 billion versus
February 26, 2014	8-K	Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 24, 2014 CDI Corp.
February 20, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 02/14/2014 CDI Corp. (Exact name of registrant as specified in its charter) Commission File Number: 001-05519 Pennsylvania 23-2394430 (State or other jurisdiction of (IRS Employer inc
February 13, 2014	SC 13G/A	CDI / CDI Corp. / VAN DEN BERG MANAGEMENT I, INC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 5)* CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 (Title of Class of Securities) 125071100 (CUSIP Number) December 31, 2013 (Date of Event Which R
February 12, 2014	SC 13G/A	CDI / CDI Corp. / GARRISON FAMILY TRUSTS - SCHEDULE 13G AMENDMENT NO. 33 Passive Investment SC 13G/A 1 d673137dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 33 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 33) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statem
February 12, 2014	SC 13G/A	CDI / CDI Corp. / GARRISON WALTER R - SCHEDULE 13G AMENDMENT NO. 35 Passive Investment Schedule 13G Amendment No. 35 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 35) CDI Corp. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125071 10 0 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box
February 10, 2014	SC 13G/A	CDI / CDI Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CDI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 125071100 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

CDI / CDI Corp. - SEC Filings, Annual Report, Proxy Statement

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