CDW CORPORATION - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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Filed by a Party other than the Registrant

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CDW CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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“ With steadfast execution of our customer centric strategy, we are more important than ever to our customers as we help them harness the power of technology to make amazing happen. ”

Dear Fellow Stockholder,

The pace and proliferation of technology change is accelerating at an unprecedented rate. Technology is more complex, and more interconnected with levels of choice and complexity not seen before. And that is where our value proposition really shines. We help our customers cut through complexity to maximize their return on technology investments. With steadfast execution of our customer centric strategy, we are more important than ever to our customers as we help them harness the power of technology to make amazing happen.

As we move into 2024, IT market conditions remain complex. Geopolitical tensions continue to grow and macroeconomic conditions remain unsettled. While we do not know what the market will ultimately look like in 2024, there are two things we know for sure – technology will continue to be a critical driver of outcomes and CDW will be there for our customers wherever their priorities lie.

Annual Meeting Invitation

On behalf of our Board of Directors, I would like to invite you to CDW’s 2024 Annual Meeting of Stockholders. The meeting will be held virtually on Tuesday, May 21, 2024, at 7:30 a.m. CDT at www.virtualshareholdermeeting.com/CDW2024. 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 10, 2024

2024 Proxy Statement

When:

TUESDAY, MAY 21, 2024

7:30 a.m. CDT

Where:

Live webcast online at

www.virtualshareholdermeeting.com/CDW2024

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

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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.

NOTICE
of Annual Meeting of Stockholders

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

Items of business:

1.	To elect the eleven director nominees named in this proxy statement for a term expiring at the 2025 Annual Meeting of Stockholders;
2.	To approve, on an advisory basis, named executive officer compensation;
3.	To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;
4.	To consider and act upon the stockholder proposal, if properly presented at the Annual Meeting, regarding political spending disclosure; and
5.	To consider any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.

RECORD DATE

Holders of our common stock at the close of business on March 25, 2024 are entitled to notice of, and to vote at, the Annual Meeting.

HOW TO VOTE

Your vote is important to us. Please see “Voting Information” on page 5 for instructions on how to vote your shares.

These proxy materials are first being distributed on or about April 10, 2024.

2024 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.virtualshareholdermeeting.com/CDW2024 and 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.virtualshareholdermeeting.com/CDW2024, but you will not be able to vote during the meeting or ask questions.

By Order of the Board of Directors,

Frederick J. Kulevich

Senior Vice President, General Counsel
& Corporate Secretary
and Interim Chief People Officer
April 10, 2024

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 21, 2024:

The proxy materials relating to our 2024 Annual Meeting (notice, proxy statement and annual report) are available at www.proxyvote.com.

2024 Proxy Statement

TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders	2
Voting Information	5
Proxy Summary	7
Business Overview	7
Our Business Performance	8
Corporate Governance Highlights	10
Board Highlights	11
Executive Compensation Highlights	12
Our Executive Compensation Practices	13
2023 Say-on-Pay Vote	13
Corporate Governance	14
Corporate Governance Highlights	14
Environmental, Social and Governance	15
Independence of Our Board of Directors	17
Board of Directors Leadership Structure	17
Lead Independent Director	18
Board and Committee Meetings	18
Board Committees	18
Oversight of Strategy	20
Oversight of Risk	20
Oversight of ESG	21
Oversight of Human Capital Management	21
Code of Business Conduct and Ethics	21
Political Contributions: Reaffirming our Long-standing Practice Not to Make Political Contributions	21
Hedging, Short Sales and Pledging Policies	22
Executive Compensation Policies and Practices	22
Communications with the Board of Directors	22
Compensation Committee Interlocks and Insider Participation	22
Related Person Transactions	23
PROPOSAL 1—Election of Directors	24
Director Nomination Process	24
Director Qualifications	24
2024 Nominees for Election to the Board of Directors	27
Director Compensation	33
Elements of Director Compensation	33
Lead Independent Director and Nominating and Corporate Governance Committee Chair Compensation	33
Stock Ownership Guidelines	33
2023 Director Compensation Table	34
Ownership of Our Common Stock	35
PROPOSAL 2—Advisory Vote to Approve Named Executive Officer Compensation	37
Compensation Discussion and Analysis	38
Our Named Executive Officers	38
Overview	39
What We Pay And Why	42
How We Make Executive Compensation Decisions	48
Compensation Committee Report	50
2023 Executive Compensation	51
2023 Summary Compensation Table	51
2023 Grants of Plan-Based Awards Table	52
2023 Outstanding Equity Awards at Fiscal Year-End Table	53
2023 Option Exercises and Stock Vested Table	54
2023 Nonqualified Deferred Compensation Table	54
2023 Potential Payments Upon Termination or Change in Control	55
Pay Ratio	59
Pay Versus Performance	59
Equity Compensation Plan Information	64
PROPOSAL 3—Ratification of Selection of Independent Registered Public Accounting Firm	65
Engagement of Independent Registered Public Accounting Firm	65
Fees Paid to EY	66
Audit Committee Approval Policies and Procedures	66
Audit Committee Report	67
PROPOSAL 4—Stockholder Proposal Regarding Political Spending Disclosure	68
Stockholder Proposal	68
Frequently Asked Questions Concerning the Annual Meeting	71
Additional Company Information	74
Stockholder Proposals for the 2025 Annual Meeting	75
APPENDIX A—Non-GAAP Financial Measure Reconciliations	76
APPENDIX B—Forward-Looking Statements	78

2024 Proxy Statement

Proposal	Topic	More Information	Board Recommendation
Proposal 1	Election of Directors	Page 24	FOR each Director Nominee
Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation	Page 37	FOR
Proposal 3	Ratification of Selection of Independent Registered Public Accounting Firm	Page 65	FOR
Proposal 4	Stockholder Proposal Regarding Political Spending Disclosure	Page 68	AGAINST

•	*First, our balanced portfolio of our diverse customer end-markets,* including three US reportable segments – Corporate, Small Business and Public – and two other operating segments comprised of our UK and Canadian operations. Each of our five US customer channels (corporate, small business, government, education and healthcare) is a meaningful business on its own, with Net sales of $1.6 billion or greater over the last twelve months. Within each channel, teams are further segmented to focus on customer end-markets, including geographies, and verticals. We also have our UK and Canadian operations, which together delivered Net sales of $2.6 billion USD. All sales channels except government declined year-over-year in Net sales, but despite this lower sales volume, each sales channel expanded its operating margin. A dynamic macroeconomic environment dampened IT spending, particularly in the corporate and small business sales channels and UK and Canadian operations. However, these conditions did not alter the importance of technology, nor the complexity of IT for our customers; rather, it slowed decision making processes and altered how customers procured and consumed technology with a preference toward ratable and “as-a-Service” solutions.
•	*Second, the breadth and depth of our technology solutions portfolio* of more than 100,000 products from over 1,000 leading and emerging brands. This breadth ensures we are well-positioned to meet our customers’ needs and pivot quickly to trends in customer demand. This was important throughout the year as we delivered strong margins and healthy profitability, despite unprecedented shifts in customer priorities that impacted both client device and broader hardware demand. The past few years have demonstrated that technology is essential to all sectors of the economy and will play an increasingly important role in the future. We have seen customers shift priorities from remote enablement and business and organizational continuity to strengthening, sustaining, and securing infrastructure, platforms, and end points. We have helped our customers smartly deploy their IT resources, navigate through interconnected and complex solutions, and adopt modern software and infrastructure architectures and practices whether on-premise, hybrid or in the cloud. Our performance reflected the success of past investments, both organic and inorganic, especially in professional and managed services, and our ability to help our customers across the full IT solutions stack and lifecycle.
•	*Third, we continued to make excellent progress against our three-part strategy for growth:* (1) to acquire new customers and capture share, (2) to enhance our solutions capabilities, and (3) to expand our services capabilities. The combination of these three interconnected pillars, with our scope and scale, creates powerful differentiation in the market. We benefited from our strong competitive advantages and value proposition in 2023. Customers turned to CDW as a trusted advisor to help with some of their toughest IT challenges. We continued to invest in high-growth solutions and services capabilities, including integrating our latest acquisitions: Locus Recruiting, adding to our technical coworker and services capacity, and Enquizit, adding to our cloud portfolio. We remain confident that we have the right strategy to best serve our customers, optimize our productivity, and enhance our competitive position.

PRIORITIES	OBJECTIVES	ACTIONS
Increase Dividends Annually	Target ~25% payout of non-GAAP net income; grow in line with earnings	5% increase in November 2023 to $2.48/share annually

Maintain Net Leverage Ratio⁽¹⁾	Target ~2.0 to 3.0 times Net Leverage Ratio, committed to maintaining investment grade credit rating	Currently at 2.4 times⁽²⁾

Supplement Organic Growth with M&A	Expand CDW’s strategic capabilities	Acquired Locus Recruiting and Enquizit

Return Excess Adjusted Free Cash Flow after Dividends & M&A Through Share Repurchases	Target, in aggregate with dividends, returning 50% to 75% of Adjusted Free Cash Flow to shareholders	Returned 58% of Adjusted Free Cash Flow to shareholders in 2023; ~$500M of share repurchases in 2023

(1)	Defined as the ratio of total debt at period-end excluding any unamortized discount and/or premium and deferred financing costs, less cash and cash equivalents, to trailing twelve-months Non-GAAP operating income plus depreciation and amortization in selling, general and administrative expenses (excluding amortization expenses for acquisition-related intangible assets).
(2)	As of December 31, 2023.

Name & Professional Background		Age	Director Since⁽¹⁾	Independent	Committee Memberships	Other Public Company Boards
	Virginia C. Addicott Retired President & Chief Executive Officer, FedEx Custom Critical	60	2016		▪ Audit ▪ Nominating & Corporate Governance	1
	James A. Bell Retired Executive Vice President, Corporate President & Chief Financial Officer, The Boeing Company	75	2015		▪ Audit (Chair) ▪ Nominating & Corporate Governance	—
	Lynda M. Clarizio Co-Founder and General Partner of The 98 and Former Executive Vice President, Strategic Initiatives, The Nielsen Company (US), LLC	63	2015		▪ Compensation ▪ Nominating & Corporate Governance	3
	Anthony R. Foxx Former United States Secretary of Transportation	52	2021		▪ Compensation ▪ Nominating & Corporate Governance	2
	Kelly J. Grier Retired US Chair and Managing Partner (CEO), Ernst & Young LLP	54	2023		▪ Audit ▪ Nominating & Corporate Governance	2
	Marc E. Jones Chairman, President and Chief Executive Officer of Aeris Communications, Inc.	65	2023		▪ Audit ▪ Nominating & Corporate Governance	1
	Christine A. Leahy Chair, President & Chief Executive Officer, CDW Corporation	59	2019	—	—	1
	Sanjay Mehrotra President & Chief Executive Officer, Micron Technology, Inc.	65	2021		▪ Compensation (Chair) ▪ Nominating & Corporate Governance	1
	David W. Nelms (Lead Independent Director) Retired Chairman & Chief Executive Officer, Discover Financial Services, Inc.	63	2014		▪ Nominating & Corporate Governance (Chair)	—
	Joseph R. Swedish Retired Chairman, President & Chief Executive Officer, Anthem, Inc.	72	2015		▪ Compensation ▪ Nominating & Corporate Governance	2
	Donna F. Zarcone Retired President & Chief Executive Officer, The Economic Club of Chicago	66	2011		▪ Audit ▪ Nominating & Corporate Governance	1

	What We Do		What We Don’t Do
•	Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance	•	We do not have 280G tax gross-ups
•	Long-term objectives aligned with the creation of stockholder value	•	We do not have an enhanced severance multiple upon a change in control
•	Target total compensation at the competitive market median	•	We do not have excessive severance benefits
•	Market comparison of executive compensation against a relevant peer group	•	We do not pay dividends or dividend equivalents on unearned equity awards under our long-term incentive plan
•	Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company	•	We do not allow repricing of underwater stock options under our long-term incentive plan without stockholder approval
•	Double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plan	•	We do not allow hedging or short sales of our securities, and we restrict pledging of our securities
•	Robust stock ownership guidelines
•	Clawback provisions
•	Annual say-on-pay vote
•	Limited perquisites
•	Annual equity awards are granted following the release of the Company’s annual earnings report

2023 ESG MILESTONES
ESG Strategy	During 2023, we reevaluated and refined our ESG strategy, strategic pillars and priority ESG topics. The outcome included aligning our efforts around People, Planet, Partnerships & Portfolio, and Practices. Through a formal materiality assessment process, we updated our priority ESG topics to focus our efforts where we are able to make the greatest impact and sustainably add value for our stakeholders.
People	We are focused every day on earning a position as a premier destination for talent. Consistent with our purpose and values, we prioritize providing healthy and safe work environments and offer numerous training and leadership development opportunities to enable coworkers to achieve their personal and professional best. We actively listen and engage our coworkers to foster inclusion, wellbeing and growth, and our global Social Impact strategy empowers coworkers to support causes that matter most to them through matching gifts and time off to volunteer in their communities. We have made investments in digital transformation of our business that enable coworker success and deliver for our customers.
Planet	In 2023, we announced our three-part greenhouse gas emissions reduction targets: 1) Reduce absolute scope 1 and scope 2 (operational) GHG emissions 42% by 2030 from a 2022 base year; 2) Engage our supply chain so that suppliers representing 80% of purchased goods and services emissions will have science-based targets by 2028; and 3) Collaborate to reduce impact in our value chain, with CDW committing to reduce total scope 3 GHG emissions from remaining categories 25% by 2030 from a 2022 base year.
Partnerships & Portfolio	Expanding our portfolio of environmentally certified products and collaborating with our partners and customers on shared ESG priorities were significant milestones for CDW in 2023. We also launched a dedicated Sustainable Solutions section of our website to enable customers to search for and order ESG products and solutions and continued to expand our service offerings (including our IT Asset Disposition (ITAD) program) for IT redeployment, remarketing and recycling. We also have continued to increase our multibillion-dollar spend with certified, small, diverse vendor partners as a member of the Billion Dollar Roundtable; and worked with our partners to address digital equity in schools and communities – based on our belief in the transformative power of technology.
Practices	At CDW, we understand that integrity, trust and good corporate governance matter to all our stakeholders. Recent enhancements to support these principles include: increasing the cadence of ESG-related updates to the Nominating and Corporate Governance Committee of our Board of Directors; updating the CDW Way Code and launching an easier-to-use digital version of the Code for all coworkers; rolling out additional anti-bribery and anti-corruption training, which all coworkers across the globe are required to complete; maintaining a critical set of ISO certifications for quality, environment, services, information security, counterfeit avoidance and supply chain; and reinforcing our data privacy and information security programs and strategies on an ongoing basis.

RESPONSIBILITY		DESCRIPTION
Board Meetings		Presides at all meetings of the Board at which the Chair is not present, including all executive sessions of the non-management and/or independent directors
Executive Sessions		Has the authority to call meetings of the non-management and/or independent directors
Agendas		Provides input to the Chair on the annual Board calendar, agenda items and schedules for each Board meeting and the materials and information to be presented to the Board
Communicating with Stockholders		Serves as a contact for and may represent the Board in communications with stockholders and other stakeholders who wish to communicate with non-management directors


	All Members Independent		Audit Committee
			Primary Responsibilities:
	James A. Bell (Chair) Virginia C. Addicott Kelly J. Grier Marc E. Jones Donna F. Zarcone		Our Audit Committee is responsible for, among other things: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm its independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of its audit; (4) preapproving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the accounting and financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (6) reviewing and monitoring our accounting principles, accounting policies and financial and accounting controls; (7) establishing procedures for the confidential and anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; (8) reviewing and approving or ratifying related person transactions; (9) overseeing our internal audit function; and (10) reviewing the Company’s compliance and ethics and risk management programs, including with respect to cybersecurity. Meetings Held in 2023: 10 Independence: Each member of the Audit Committee meets the audit committee independence requirements of Nasdaq and the rules under the Securities Exchange Act of 1934 (the “Exchange Act”).

			The Board has designated each member of the Audit Committee as an “audit committee financial expert.” Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements.


	All Members Independent		Compensation Committee
			Primary Responsibilities:
	Sanjay Mehrotra (Chair) Lynda M. Clarizio Anthony R. Foxx Joseph R. Swedish		Our Compensation Committee is responsible for, among other things: (1) reviewing and approving the compensation of our Chief Executive Officer and other executive officers; (2) reviewing and approving employment agreements and other similar arrangements between CDW and our executive officers; (3) administering our stock plans and other incentive compensation plans; (4) periodically reviewing and recommending to the Board any changes to our incentive compensation and equity-based plans; (5) approving and administering the Company’s clawback and recoupment policies ; and (6) reviewing trends in executive compensation. The Compensation Committee may form, and delegate authority to, subcommittees when it deems appropriate. Meetings Held in 2023: 4 Independence: Each member of the Compensation Committee meets the compensation committee independence requirements of Nasdaq and the rules under the Exchange Act.


	All Members Independent		Nominating and Corporate Governance Committee
			Primary Responsibilities:
	David W. Nelms (Chair) Virginia C. Addicott James A. Bell Lynda M. Clarizio Anthony R. Foxx Kelly J. Grier Marc E. Jones Sanjay Mehrotra Joseph R. Swedish Donna F. Zarcone		Our Nominating and Corporate Governance Committee is responsible for, among other things: (1) identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board; (2) evaluating potential nominees for our Board of Directors recommended by our stockholders and maintaining procedures for the submission of stockholder nominees; (3) overseeing the organization and evaluation of our Board to discharge the Board’s duties and responsibilities properly and efficiently and monitoring the outside commitments of directors; (4) identifying best practices and recommending corporate governance principles; (5) developing and recommending to our Board a set of corporate governance guidelines and principles applicable to us; (6) reviewing compliance with The CDW Way Code, our code of business conduct and ethics; (7) reviewing and approving the compensation of our directors; (8) setting performance goals for and reviewing the performance of our Chief Executive Officer; (9) overseeing our ESG programs and policies; (10) executive succession planning; and (11) reviewing stockholder proposals. Meetings Held in 2023: 4 Independence: Each member of the Nominating and Corporate Governance Committee meets the nominating and corporate governance committee independence requirements of Nasdaq.

•	the size of the transaction and the amount payable to or by the related person;
•	the nature of the interest of the related person in the transaction;
•	whether the transaction may involve a conflict of interest;
•	whether the transaction is at arm’s-length, in the ordinary course or on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; and
•	the purpose of the transaction and any potential benefits to us.

•	Principal employment, occupation or association involving an active leadership role
•	Qualifications, attributes, skills and/or experience relevant to the Company’s business
•	Ability to bring diversity to the Board, including gender, race/ethnicity and complementary skills and viewpoints
•	Other time commitments, including the number of other boards on which the potential candidate may serve
•	Independence and absence of conflicts of interest as determined by the Board’s standards and policies, the listing standards of Nasdaq and other applicable laws, regulations and rules
•	Financial literacy and expertise
•	Personal qualities, including strength of character, maturity of thought process and judgment, values and ability to work collegially

SKILL		DESCRIPTION
Senior Leadership		Experience as a senior leader in a complex organization
Public Company Board Service		Service on other public company boards
Global		Broad leadership experience with multinational companies or in international markets
Technology Innovation		Managing technology strategies and driving technological change and innovation within an organization
Finance, Accounting and Risk Management		Experience with finance, accounting, debt or capital markets, M&A, strategic investments or enterprise risk management including cybersecurity
People and Culture		Experience managing a large and/or global workforce and building a high performance culture
Government and Regulatory		Government service or extensive interactions with the government and government agencies

Total number of directors: 11
	Male	Female		Non-Binary	Gender Undisclosed
Number of directors based on gender identity:	6	5		—	—

Number of directors who identify in any of the categories below:
African American or Black	3	—		—	—
Alaskan Native or Native American	—	—		—	—
Asian	1	—		—	—
Hispanic or Latinx	—	—		—	—
Native Hawaiian or Pacific Islander	—	—		—	—
White	2	5		—	—
LGBTQ+			1
Did not disclose demographic background			—

	PROPOSAL 1: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES FOR ELECTION AS DIRECTORS.


VIRGINIA C. ADDICOTT		Audit and Nominating and Corporate Governance Committees
INDEPENDENT Director since: 2016 Age 60	Ms. Addicott is the retired President and Chief Executive Officer of FedEx Custom Critical, a North American expedited freight carrier, a position she held from June 2007 to December 2019. Ms. Addicott joined FedEx Custom Critical in 1999 as Division Managing Director, Service and Safety, and in 2001 became Division Vice President, Operations and Customer Service. Prior to joining FedEx Custom Critical, Ms. Addicott spent thirteen years at Roberts Express, Inc. (acquired by FedEx Custom Critical in 1999) in various operations roles.
	Other Public Company Directorships: • Element Fleet Management Corp.		Selected Directorships and Positions: • Board of Directors, Smithers - Oasis Company • Board of Directors, Student Transportation of America • Chair, Board of Directors, Akron Children’s Hospital • Board of Directors, Kent State University Foundation
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global		• Technology Innovation • Finance, Accounting & Risk Management • People and Culture


JAMES A. BELL			Audit (Chair) and Nominating and Corporate Governance Committees

INDEPENDENT Director since: 2015 Age 75	Mr. Bell is the retired Executive Vice President, Corporate President and Chief Financial Officer of The Boeing Company, an aerospace company and manufacturer of commercial jetliners and military aircraft. Mr. Bell served in that role at Boeing from 2008 to 2012. Previously, he served as Boeing’s Executive Vice President, Finance and Chief Financial Officer from 2003 to 2008; Senior Vice President of Finance and Corporate Controller from 2000 to 2003; and Vice President of Contracts and Pricing for Boeing Space and Communications from 1996 to 2000.
	Other Public Company Directorships: • None	Former Public Company Directorships (within the past 5 years): • Apple, Inc. • Dow Inc. • JPMorgan Chase & Co.
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global	• Finance, Accounting & Risk Management • People and Culture • Government and Regulatory


LYNDA M. CLARIZIO			Compensation and Nominating and Corporate Governance Committees

Voting Information

Who is Eligible to Vote

Participate in the Future of CDW—Vote Today

Virtual Annual Meeting

Voting in Advance of the Annual Meeting

Voting at the Annual Meeting

Frequently Asked Questions

PROXY SUMMARY

Business Overview

Our Business Performance

2023 Business Highlights

Long-Term Performance

Corporate Governance Highlights

Board Highlights

Our Board

Board Diversity

Executive Compensation Highlights

CEO Pay for Performance

Our Executive Compensation Practices

2023 Say-on-Pay Vote

Corporate Governance

Corporate Governance Highlights

Environmental, Social and Governance

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 ESG

Oversight of Human Capital Management

Code of Business Conduct and Ethics

Political Contributions: Reaffirming our Long-Standing Practice Not to Make Political Contributions

Hedging, Short Sales and Pledging Policies

Executive Compensation Policies and Practices

Communications with the Board of Directors

Compensation Committee Interlocks and Insider Participation

Related Person Transactions

Related Person Transactions Approval/Ratification Procedures

Related Person Transactions

Election of Directors

Director Nomination Process

Director Qualifications

Director Skills Matrix

Board Diversity

Diversity of Current Board

2024 Nominees for Election to the Board of Directors

Director Compensation

Elements of Director Compensation

Lead Independent Director and Nominating and Corporate Governance Committee Chair Compensation

Stock Ownership Guidelines

2023 Director Compensation Table

Ownership of Our Common Stock

INDEPENDENT Director since: 2015 Age 63	Ms. Clarizio is a strategic advisor to several businesses with a focus on leveraging digital technology and data to drive growth. She also is Co-Founder and General Partner of The 98, an early stage venture fund investing in technology businesses led by women. Ms. Clarizio served as Executive Vice President, Strategic Initiatives (September 2017 to January 2018) and President of U.S. Media (August 2013 to September 2017) at The Nielsen Company (US), LLC, a global performance management company that provides a comprehensive understanding of what consumers watch and buy. Prior to joining Nielsen, Ms. Clarizio served as Executive Vice President, Corporate Development and Operations of AppNexus, Inc., a programmatic advertising platform, from November 2012 to April 2013. From 2009 to 2012, Ms. Clarizio served as Chief Executive Officer and President of INVISION, Inc., a provider of multiplatform advertising solutions to the media industry. From 1999 to 2009, she held a variety of executive positions with AOL Inc., a media technology company, including President of Platform-A (AOL’s consolidated advertising businesses) and President of Advertising.com (an AOL subsidiary). Prior to joining AOL, Ms. Clarizio was a partner in the Washington, DC law firm of Arnold & Porter, where she practiced law from 1987 to 1999.
	Other Public Company Directorships: • Emerald Holding, Inc. • Intertek Group plc • Taboola.com Ltd.	Selected Directorships and Positions: • Board of Directors, Simpli.fi Holdings, Inc. • Board of Directors, Cambri Oy • Board of Directors, Human Rights First • Leadership Council, Princeton University School of Engineering and Applied Science
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global	• Technology Innovation • Finance, Accounting & Risk Management • People and Culture

INDEPENDENT Director since: 2021 Age 52	Mr. Foxx was the seventeenth United States Secretary of Transportation from July 2013 to January 2017. Mr. Foxx also served as Chief Policy Officer and Senior Advisor to the President and Chief Executive Officer of Lyft, Inc., a transportation network in the U.S. and Canada, from October 2018 to January 2022 and served as an advisor to Lyft through the end of 2022. Prior to joining Lyft, Mr. Foxx served as a Managing Partner of Related Infrastructure, the infrastructure development group of Related Companies, a real estate firm, from December 2017 to October 2018. Mr. Foxx also served as Mayor of Charlotte, North Carolina from 2009 to 2013 and as a Charlotte City Council Member at-large representative from 2005 to 2009. Mr. Foxx also has held a variety of legal positions in the public and private sectors.
	Other Public Company Directorships: • Martin Marietta Materials, Inc. • NXP Semiconductors N.V. Former Public Company Directorships (within the past 5 years): • Shelter Acquisition Corporation I	Selected Directorships and Positions: • Advisory Board, AutoTech Ventures • Director, The Volcker Alliance • Senior Fellow, Harvard University Kennedy School’s Belfer Center for Science & International Affairs • Executive in Residence, Carnegie Mellon University
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Technology Innovation	• Finance, Accounting & Risk Management • People and Culture • Government and Regulatory


KELLY J. GRIER		Audit and Nominating and Corporate Governance Committees
INDEPENDENT Director since: 2023 Age 54	Ms. Grier is the retired U.S. Chair and Managing Partner (CEO) of Ernst & Young LLP (EY), a global professional services firm, a position she held from 2018 to 2022. From 2015 to 2018, Ms. Grier was Vice Chair and Central Region Managing Partner, in 2014, was Americas Vice Chair of Talent and prior to that, served in various roles of increasing responsibility in the U.S. and globally during over 30 years of service to EY. Ms. Grier is a certified public accountant.
	Other Public Company Directorships: • Illinois Tool Works Inc. • Booking Holdings Inc.		Selected Directorships and Positions: • Senior Advisor, Permira • Board of Directors, Zendesk, Inc. • Board of Directors, Global Forest Generation • Board of Directors, Peterson Institute for International Economics • Board of Directors, Chief Executives for Corporate Purpose • Board of Directors, CEO Action for Racial Equality
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation		• Finance, Accounting & Risk Management • People and Culture • Government and Regulatory


MARC E. JONES		Audit and Nominating and Corporate Governance Committees
INDEPENDENT Director since: 2023 Age 65	Mr. Jones serves as the Chairman, President and Chief Executive Officer of Aeris Communications, Inc., a provider of machine to machine and Internet of Things communications services. Mr. Jones has served as Chairman of Aeris since 2005 and President and Chief Executive Officer of Aeris since 2008. He also served as Chairman of Visionael Corporation, a network service business software and service provider, from 2004 to 2009 and as President and Chief Executive Officer of Visionael from 1998 to 2004. Prior to joining Visionael, Mr. Jones served as President and Chief Operating Officer of Madge Networks, a supplier of networking hardware, from 1993 to 1997; Senior Vice President, Integrated System Products at Chips and Technologies, Inc., one of the first fabless semiconductor companies, from 1988 to 1992; and Senior Vice President, Corporate Finance at LF Rothschild Unterberg Towbin & Co., a merchant and investment banking firm, from 1986 to 1987.
	Other Public Company Directorships: • Ingersoll Rand Inc.		Selected Directorships and Positions: • Chair, Board of Directors, Aeris Communications, Inc. • Board of Trustees, Stanford University • Chair, Board of Directors, Stanford Health Care • Board of Directors, Lucile Packard Children’s Hospital Stanford • Board of Directors, Management Leadership for Tomorrow
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation		• Finance, Accounting & Risk Management • People and Culture • Government and Regulatory


CHRISTINE A. LEAHY
CHAIR Director since: 2019 Age 59	Ms. Leahy is our Chair, President and Chief Executive Officer. Ms. Leahy has served as President and Chief Executive officer since January 2019 and as Chair since January 2023. Prior to her current role, Ms. Leahy served as our Chief Revenue Officer from July 2017 to December 2018 and was responsible for all customer-facing units of the Company, including its corporate, public, small business, international and integrated technology solutions organizations. Prior to that role, Ms. Leahy served as our Senior Vice President-International from May 2016 to July 2017, where she led the development of the Company’s international strategy and was responsible for the performance of the Company’s international business. Ms. Leahy also was our Chief Legal Officer/General Counsel and Corporate Secretary from January 2002 to July 2017. Prior to joining CDW as the Company’s first general counsel, Ms. Leahy was a corporate partner in the Chicago office of Sidley Austin, an international business law firm, where she practiced law from 1991 to 2002.
	Other Public Company Directorships: • Target Corporation	Selected Directorships and Positions: • Board of Trustees, Brightpoint (formerly Children’s Home & Aid) • Board of Directors, Northwestern Memorial Hospital • Board of Directors, Junior Achievement of Chicago • Board of Directors, The Economic Club of Chicago • Board of Directors, Corporate Leadership Center
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation	• Finance, Accounting & Risk Management • People and Culture • Government and Regulatory

INDEPENDENT Director since: 2021 Age 65	Mr. Mehrotra is the President and Chief Executive Officer of Micron Technology, Inc., a producer of memory and storage solutions, a position he has held since May 2017. Prior to joining Micron, Mr. Mehrotra was the President and Chief Executive Officer of SanDisk Corporation, a provider of flash storage solutions, from January 2011 until its May 2016 sale to Western Digital Corp. Mr. Mehrotra co-founded SanDisk in 1988 and held positions of increasing authority prior to his position as President and Chief Executive Officer. Prior to SanDisk, Mr. Mehrotra held design engineering positions at Integrated Device Technology, Inc., SEEQ Technology and Intel Corporation.
	Other Public Company Directorships: • Micron Technology, Inc.	Selected Directorships and Positions: • Engineering Advisory Board, University of California, Berkeley
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation	• Finance, Accounting & Risk Management • People and Culture • Government and Regulatory


DAVID W. NELMS		Nominating and Corporate Governance (Chair) Committee
LEAD INDEPENDENT DIRECTOR Director since: 2014 Age 63	Mr. Nelms currently serves as the Lead Independent Director of our Board of Directors, a position he has held since January 2023. Mr. Nelms previously served as the Non-Executive Chair from January 2020 and as our Lead Independent Director from January 2019. He is the retired Chairman and Chief Executive Officer of Discover Financial Services, a direct banking and payment services company. Mr. Nelms was named Chief Executive Officer of Discover in 2004 and was elected Chairman in 2009. He retired in September 2018 and continued as Executive Chairman of Discover until December 2018 and as an advisor until March 2019. Mr. Nelms joined Discover in 1998 as President and Chief Operating Officer. Prior to joining Discover, Mr. Nelms was with MBNA America Bank from 1991 to 1998, most recently as Vice Chairman. From 1990 to 1991, Mr. Nelms was a senior product manager for Progressive Insurance and from 1986 to 1990 he was a management consultant with Bain & Company.
	Other Public Company Directorships: • None		Selected Directorships and Positions: • Executive Board, University of Florida Foundation • Board of Directors, Conserving Carolina • Board of Directors, JDRF T1D Fund
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global • Technology Innovation		• Finance, Accounting & Risk Management • People and Culture • Government and Regulatory


JOSEPH R. SWEDISH			Compensation and Nominating and Corporate Governance Committees

INDEPENDENT Director since: 2015 Age 72	Mr. Swedish is the retired Chairman, President and Chief Executive Officer of Anthem, Inc., a health benefits provider, now known as Elevance Health, Inc. Mr. Swedish served as President and Chief Executive Officer of Anthem from 2013 to November 2017, became Chairman in 2015 and became Executive Chairman in November 2017. From his retirement in May 2018 to May 2020, Mr. Swedish served as a Senior Advisor to Anthem. Prior to joining Anthem, Mr. Swedish was President and Chief Executive Officer of Trinity Health, an eighteen-state integrated health care delivery system, from 2004 to 2013. From 1993 to 2013, Mr. Swedish held CEO and senior executive leadership positions with Centura Health, Hospital Corporation of America and other healthcare enterprises. Mr. Swedish also is the co-founder and partner of Concord Health Partners, LLC, a private equity firm focused on strategic investing in healthcare portfolio companies.
	Other Public Company Directorships: • IBM Corporation (through April 2024) • Chair, Mesoblast Limited Former Public Company Directorships (within the past 5 years): • CHP Merger Corp.	Selected Directorships and Positions: • Board of Directors, Centrexion Therapeutics Corporation • Board of Directors, Integrity Implants, Inc. dba Accelus • Board of Directors, Navitus Health Solutions • Board of Visitors, Duke University’s Fuqua School of Business • Board of Trustees, The Nature Conservancy in Colorado
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Technology Innovation	• Finance, Accounting & Risk Management • People and Culture • Government and Regulatory


DONNA F. ZARCONE		Audit and Nominating and Corporate Governance Committees
INDEPENDENT Director since: 2011 Age 66	Ms. Zarcone is the retired President and Chief Executive Officer of The Economic Club of Chicago, a civic and business leadership organization, a position she held from February 2012 to July 2020. Ms. Zarcone served as Interim President of The Economic Club of Chicago from October 2011 to February 2012. From January 2007 to February 2012, she served as the President and Chief Executive Officer of D.F. Zarcone & Associates LLC, a strategy advisory firm that she founded. Prior to founding D.F. Zarcone & Associates, Ms. Zarcone was President and Chief Operating Officer of Harley-Davidson Financial Services, Inc., a provider of wholesale and retail financing, credit card and insurance services for dealers and customers of Harley-Davidson. After joining Harley-Davidson Financial Services, Inc. in 1994 as Vice President and Chief Financial Officer, Ms. Zarcone was named President and Chief Operating Officer in 1998 and served in that role until 2006. Prior to joining Harley-Davidson Financial Services, Inc., Ms. Zarcone served as Executive Vice President, Chief Financial Officer and Treasurer of Chrysler Systems Leasing, Inc. from 1982 to 1994 and in various management roles at KPMG/Peat Marwick from 1979 to 1982. Ms. Zarcone is a certified public accountant and holds a Certificate in Cybersecurity Oversight from Carnegie Mellon University.
	Other Public Company Directorships: • Cigna Corporation		Selected Directorships and Positions: • Board of Managers, Duchossois Capital Management • Board of Directors, Quinnox Inc. • Advisory Board, The University of Chicago Polsky Center for Entrepreneurship and Innovation • Vice-Chair Elect, National Board, Smithsonian Institution • Directorship Certification, National Association of Corporate Directors
	Key Skills and Qualifications: • Senior Leadership • Public Company Board Service • Global		• Technology Innovation • Finance, Accounting & Risk Management • People and Culture