CDW : 2024 Annual Report CDW 2025 Proxy

Published: 2025-04-09 09:40:13 ET CDW

Make amazing happen.

Notice of 2025 Annual

Meeting of Stockholders

and Proxy Statement

Dear Fellow Stockholder,

Technology is undergoing unprecedented, accelerated change, delivering breakthroughs that are reshaping our world at an incredible pace. At the same time, workload and data growth is accelerating, security threats are increasing and the installed base of client devices is aging. Our customers need us now more than ever. And we are ready. Our customer centric approach to everything we do ensures we can help our customers maximize every dollar of IT investment today and prepare for tomorrow.

Our value proposition is stronger than ever. This is why I am so confident about our future. While there may be bumps along the way, I know that regardless of market conditions and wherever priorities lie, we will be there for our customers with the discipline and rigor that is CDW's hallmark delivering the solutions they need for today and the future, to make amazing happen.

Annual Meeting Invitation

On behalf of our Board of Directors, I would like to invite you to CDW's 2025 Annual Meeting of Stockholders. The meeting will be held virtually on Tuesday, May 20, 2025, at 7:30 a.m. CDT at www.virtualstockholdermeeting.com/CDW2025.The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business conducted at the meeting. Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to vote either via the Internet, by telephone, or by signing and returning a proxy card. Please vote as soon as possible so that your shares will be represented. For more information on CDW and to take advantage of our many stockholder resources and tools, we encourage you to visit our Investor Relations website at investor.cdw.com. Thank you for your continued trust in CDW and investment in our business.

Christine A. Leahy

Chair, President and Chief Executive Officer

April 9, 2025

2025 Proxy Statement

When:

TUESDAY, MAY 20, 2025

7:30 a.m. CDT

Where:

Live webcast online at www.virtualstockholdermeeting.com/CDW2025

NOTICE

of Annual Meeting of Stockholders

REVIEW YOUR PROXY STATEMENT AND VOTE IN ADVANCE OF THE ANNUAL MEETING IN ONE OF FOUR WAYS:

BY INTERNET USING

YOUR COMPUTER

Visit 24/7 www.proxyvote.com

BY TELEPHONE

Dial toll-free 24/7 1-800-690-6903 (registered holders) 1-800-454-8683 (beneficial holders)

BY MAILING

YOUR PROXY CARD

Cast your ballot, sign your proxy card and return by mail in the postage prepaid envelope

BY INTERNET USING YOUR TABLET OR SMARTPHONE Scan this QR code 24/7 to vote with your mobile device

(may require free software)

Please refer to the enclosed proxy materials or the information forwarded by your broker, bank, or other holder of record to see which voting methods are available to you.

WE ARE PLEASED TO INVITE YOU TO THE CDW CORPORATION ANNUAL MEETING OF STOCKHOLDERS.

Items of business:

2 2025 Proxy Statement

ATTENDING THE VIRTUAL ANNUAL MEETING

This year's Annual Meeting is being held in a virtual-only format via live audio webcast. To participate in the Annual Meeting online, please visit www.virtualstockholdermeeting.com/CDW2025and enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website. For beneficial holders who do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting. If you do not have access to a 16-digit control number, you may access the meeting as a guest by going to www.virtualstockholdermeeting.com/CDW2025, but you will not be able to vote during the meeting or ask questions.

By Order of the Board of Directors,

Frederick J. Kulevich

Chief Legal Officer, Executive Vice President,

Risk and Compliance , and Corporate Secretary

April 9, 2025

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 20, 2025: The proxy materials relating to our 2025 Annual Meeting (notice, proxy statement and annual report) are available at www.proxyvote.com.

2025 Proxy Statement

TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders

Voting Information

Proxy Summary

Business Highlights

Board Highlights

Corporate Governance Highlights

Executive Compensation Highlights

Corporate Governance

Corporate Governance Highlights

Independence of Our Board of Directors

Board of Directors Leadership Structure

Lead Independent Director

Board and Committee Meetings

Board Committees

Oversight of Strategy

Oversight of Risk

Oversight of Business Resiliency Programs

and Policies

Oversight of Human Capital Management

Code of Business Conduct and Ethics

Insider Trading Policies

Executive Compensation Policies and Practices

Communications with the Board of Directors

Compensation Committee Interlocks and

Insider Participation

Related Person Transactions

PROPOSAL 1-Election of Directors

Director Nomination Process

Director Qualifications

2025 Nominees for Election to the Board of Directors

Director Compensation

Elements of Director Compensation

Stock Ownership Guidelines

2024 Director Compensation Table

Ownership of Our Common Stock

PROPOSAL 2-Advisory Vote to Approve

Named Executive Officer Compensation

Compensation Discussion and Analysis

Our Named Executive Officers*

Overview

What We Pay and Why

How We Make Executive Compensation Decisions

Compensation Committee Report

2024 Executive Compensation

2024 Summary Compensation Table

2024 Grants of Plan-Based Awards Table

2024 Outstanding Equity Awards at Fiscal

Year-End Table

2024 Option Exercises and Stock Vested Table

2024 Nonqualified Deferred Compensation Table

2024 Potential Payments Upon Termination or

Change in Control

Pay Ratio

Pay Versus Performance

Policies and Practices Related to the Timing of

Grants of Certain Equity Awards

Equity Compensation Plan Information

PROPOSAL 3-Ratification of Selection of

Independent Registered Public Accounting Firm

Engagement of Independent Registered Public

Accounting Firm

Fees Paid to EY

Audit Committee Approval Policies and Procedures

Audit Committee Report

PROPOSAL 4-Stockholder Proposal

Regarding Stockholder Right to

Act by Written Consent

Stockholder Proposal

Board of Directors' Statement in Opposition to

the Proposal

Frequently Asked Questions Concerning the

Annual Meeting

Additional Company Information

Stockholder Proposals for the 2026

Annual Meeting

Appendix A-Non-GAAP Financial

Measure Reconciliations

Appendix B-Forward-Looking Statements

4 2025 Proxy Statement

Voting Information

Who is Eligible to Vote

You are entitled to vote at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") if you were a stockholder of CDW Corporation (the "Company" or "CDW") as of the close of business on March 24, 2025, the record date for the Annual Meeting.

Participate in the Future of CDW-Vote Today

Please cast your vote as soon as possible on all of the proposals listed below to ensure that your shares are represented.

Board

Proposal

Topic

Information

Recommendation

Proposal 1

Election of Directors

Page 18

FOR each

Director Nominee

Proposal 2

Advisory Vote to Approve Named Executive Officer Compensation

Page 30

FOR

Proposal 3

Ratification of Selection of Independent Registered Public Accounting Firm

Page 62

FOR

Proposal 4

Stockholder Proposal Regarding Stockholder Right to Act by Written Consent

Page 65

AGAINST

Virtual Annual Meeting

The Annual Meeting will be held via live audio webcast on Tuesday, May 20, 2025, at 7:30 a.m. CDT, in a virtual-only meeting format. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person.

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 24, 2025, the record date. To participate in the Annual Meeting online, please visit www.virtualstockholdermeeting.com/CDW2025and enter

the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials. For beneficial holders who do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting. If you do not have access to a 16-digit control number, you may access the meeting as a guest by going to www.virtualstockholdermeeting.com/CDW2025, but you will not be able to vote during the meeting or ask questions.

Voting in Advance of the Annual Meeting

Even if you plan to attend our virtual Annual Meeting via webcast, please read this proxy statement with care and vote right away as described in the Notice on page 2 of this proxy statement. For stockholders of record, have your notice and proxy card in hand

and follow the instructions. If you hold your shares through a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee, including whether telephone or Internet options are available.

Voting at the Annual Meeting

You may vote electronically via webcast at the Annual Meeting by following the instructions available on the meeting website.

Frequently Asked Questions

We provide answers to many frequently asked questions about the meeting and voting under "Frequently Asked Questions Concerning the Annual Meeting" beginning on page 68 of this proxy statement.

2025 Proxy Statement

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and our 2024 Annual Report on Form 10-K carefully before voting at the Annual Meeting of Stockholders. Measures used in this proxy statement that are not based on accounting principles generally accepted in the United States ("non-GAAP") are each defined and reconciled to the most directly comparable GAAP measure in Appendix A. This proxy statement also contains forward-looking statements; see Appendix B for more information.

Proposal

Election of Directors

FOR

• 10 of our 11 Directors are independent.

The Board recommends a vote FOR

• Independent Lead Director.

each Director nominee

• A Board Composition Snapshot outlining key information on our Directors is

Further information beginning on

included on page 9.

page 18

Proposal

Advisory Vote to Approve Named Executive Officer

FOR

Compensation

• The Compensation Committee has designed our executive compensation program

The Board recommends a vote FOR

with the objectives of driving sustained meaningful profitable growth and

this Proposal

stockholder value creation.

Further information beginning on

• Our long-standing executive compensation philosophies and objectives are to (1)

page 30

pay-for-performance, (2) align with stockholder interests, and (3) attract and

retain the right talent.

• The Compensation Committee seeks to foster these objectives through a

compensation system that focuses heavily on variable, performance-based

incentives that create a balanced focus on our short-term and long-term strategic

and financial goals.

Proposal

Ratification of Selection of Independent Registered Public

FOR

Accounting Firm

• The Audit Committee has selected Ernst & Young LLP to act as our independent

The Board recommends a vote FOR

registered public accounting firm for 2025 and seeks ratification of the selection.

this proposal

Further information beginning on

page 62

Proposal

Stockholder Proposal Regarding Stockholder Right to Act by

AGAINST

Written Consent

The Board recommends a vote against this proposal for the following reasons:

The Board recommends a vote

• We adopted a special meeting provision after our stockholders expressed their

AGAINST this proposal

Further information beginning on

preference for a special meeting provision over written consent.

• Stockholder meetings offer important protections and advantages that are absent

page 65

from the written consent process.

• Written consent is a minority practice among large public companies.

• Our strong corporate governance practices demonstrate responsiveness, provide

stockholders with means to express their views and promote Board accountability.

6 2025 Proxy Statement

PROXY SUMMARY

Business Highlights

We are a leading multi-brand provider of information technology ("IT") solutions to over 250,000

CDW At-A-Glance

business, government, education and healthcare customers in the United States ("US"), the

United Kingdom ("UK") and Canada. We are a Fortune 500 company and member of the S&P

Products

500 Index with approximately 15,100 coworkers. Our broad array of offerings ranges from

discrete hardware and software products to integrated IT solutions and services that include

100K+

on-premise and cloud capabilities across hybrid infrastructure, digital experience, and security.

We are vendor, technology and consumption model unbiased, offering a broad selection of products

and multi-branded IT solutions. Our solutions are delivered in physical, virtual, and cloud-based

Countries

environments through approximately 10,900 customer-facing coworkers, including sellers,

150

highly-skilled specialists and engineers. We are a leading sales channel partner for many original

equipment manufacturers, software and cloud providers (collectively, our "vendor partners") and

wholesale distributors, whose products we sell or include in the solutions we offer. We partner with

Brands

our vendor partners to provide a cost-effective way to reach customers and deliver a consistent

brand experience through our established end-market coverage, technical expertise, and extensive

1K+

customer access.

We simplify the complexities of technology solutions across design, selection, procurement,

integration and management for our customers. Our goal is to have our customers, regardless of

Coworkers

their size, view us as a trusted adviser and extension of their IT workforce. Our multi-brand offering

approach across our vendor partners enables us to provide the solutions and services that best

15K+

address each customer's specific requirements to enable their desired business outcomes.

We have capabilities to provide integrated IT solutions in approximately 150 countries for

Customers

customers with primary locations in the US, UK, and Canada, which are large and growing

markets. These are highly fragmented markets served by thousands of IT resellers and solutions

250K+

providers. We believe that demand for IT will outpace general economic growth in the markets

we serve fueled by new technologies, including hybrid and cloud computing and artificial

intelligence as well as growing end-user demand for security, efficiency andproductivity.

Cash Returned

As we have evolved with the IT market, we have built an organization with significant scale, reach

to Stockholders

and deep intimate knowledge of customer and vendor partner needs. When coupled with our

market presence, our broad and deep solutions portfolio, and our large and highly-skilled sales and

$4.2B

technical organization, we deliver unique value - for both our customers and our vendor partners.

over the last 5 years

2024 Performance Highlights

CDW'S Balanced Portfolio

GAAP

Non-GAAP

(2024 Net Sales $21.0 Billion)

OTHER

CORPORATE

Net Sales

Operating Income

(UK, Canada)

(>250 employees)

$21.0 billion

$1.7 billion

$1.9 billion

$2.5B

(1.8)%

(4.5)%

HEALTHCARE

$2.5B

Gross Proﬁt

Net income

$8.8B

per diluted share

EDUCATION

$3.2B

$4.6 billion

$7.97

$9.52

(K-12,

Higher Ed)

(1.1)%

(1.6)%

(3.6)%

$2.5B

$1.5B

Percentage are year-over-year. See Appendix A for a reconciliation of each non-GAAP ﬁnancial

GOVERNMENT

SMALL BUSINESS

measure to the most directly comparable GAAP measure.

(Federal,

(≤250 employees)

State & Local)

2025 Proxy Statement

PROXY SUMMARY

Board Highlights

Our Board strives to maintain a highly independent and balanced group of directors that collectively possess the skills, expertise, and perspectives to ensure effective oversight.

Our Board

Director

Committee

Other Public

Name & Professional Background

Age

Since(1)

Independent

Memberships

Company Boards

Virginia C. Addicott

2016

∙ Audit

Former President & Chief Executive Officer,

∙ Nominating & Corporate

FedEx Custom Critical

Governance

James A. Bell

2015

∙ Audit

(Lead Independent Director)

∙ Nominating & Corporate

Former Executive Vice President,

Governance

Corporate President & Chief Financial Officer,

The Boeing Company

Lynda M. Clarizio

2015

∙ Compensation

Co-Founder and General Partner, The

98;

∙ Nominating & Corporate

Former Executive Vice President, Strategic

Governance

Initiatives, The Nielsen Company (US), LLC

Anthony R. Foxx

2021

∙ Compensation

Emma Bloomberg Professor of Practice of

∙ Nominating & Corporate

Public Leadership and Director of the Center

Governance

for Public Leadership, Harvard Kennedy

School of Government; Former U. S. Secretary

of Transportation

Kelly J. Grier

2023

∙ Audit (Chair)

Former US Chair and Managing Partner

∙ Nominating & Corporate

(CEO), Ernst & Young LLP

Governance

Marc E. Jones

2023

∙ Audit

Chairman and Co-Chief Executive Officer,

∙ Nominating & Corporate

Aeris Communications, Inc.

Governance

Christine A. Leahy

2019

Chair, President & Chief Executive Officer,

CDW Corporation

Sanjay Mehrotra

2021

∙ Compensation (Chair)

President & Chief Executive Officer, Micron

∙ Nominating & Corporate

Technology, Inc.

Governance

David W. Nelms

2014

∙ Nominating & Corporate

Former Chairman & Chief Executive Officer,

Governance (Chair)

Discover Financial Services, Inc.

Joseph R. Swedish

2015

∙ Compensation

Former Chairman, President & Chief

∙ Nominating & Corporate

Executive Officer, Anthem, Inc.

Governance

Donna F. Zarcone

2011

∙ Audit

Former President & Chief Executive Officer,

∙ Nominating & Corporate

The Economic Club of Chicago

Governance

(1) The time period for service as a director of CDW includes service on the Board of Managers of CDW Holdings LLC, our parent company prior to our initial public offering in 2013.

8 2025 Proxy Statement

Disclaimer

CDW Corporation published this content on April 09, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 09, 2025 at 13:39 UTC.