CDW - DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

CDW Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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“

We pair deep customer insight with full-stack, full-lifecycle capabilities, and deliver clarity, confidence, and speed when it matters most. That’s why customers and partners turn to CDW to move faster, operate smarter, and stay ahead. ”

Dear Fellow Stockholder,

Our purpose—to make technology work so people can do great things—has never been more relevant. Artificial intelligence is redefining what is possible and reshaping technology with unprecedented promise and risk. CDW is built for this moment. When complexity rises and the pace of change quickens, our value proposition becomes even more powerful. We pair deep customer insight with full-stack, full-lifecycle capabilities, and deliver clarity, confidence, and speed when it matters most. That’s why customers and partners turn to CDW to move faster, operate smarter, and stay ahead.

I have never been more confident in CDW’s future. We enter 2026 at the powerful intersection of momentum and opportunity. While complexity and volatility are the new normal, those who execute with clarity will lead—and we intend to be at the forefront. Performance through change is in our DNA. Our scale, strategy, culture, and disciplined execution have sustained our leadership through every wave of technological transformation. AI represents the next wave, and we are ready.

Annual Meeting Invitation

On behalf of our Board of Directors, I would like to invite you to CDW’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held virtually on Thursday, May 21, 2026, at 7:30 a.m. CDT at www.virtualshareholdermeeting.com/CDW2026. 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 by 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, 2026

2026 Proxy Statement

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When:

Thursday, May 21, 2026

7:30 a.m. CDT

Where:

Live webcast online at

www.virtualshareholdermeeting.com/CDW2026

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.

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 nine director nominees named in this proxy statement for a term expiring at the 2027 Annual Meeting of Stockholders;
2.	To approve, on an advisory basis, named executive officer compensation;
3.	To ratify the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
4.	To approve the amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to permit stockholder action by written consent;
5.	To consider and act upon the stockholder proposal, if properly presented at the Annual Meeting, regarding independent board chair requirements; and

6.	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, 2026, 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 detailed instructions on how to vote your shares.

These proxy materials are first being distributed on or about April 10, 2026.

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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/CDW2026 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 institution where you hold your account 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/CDW2026, 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 10, 2026

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, May 21, 2026. The proxy materials relating to our Annual Meeting (notice, proxy statement, and annual report) are available at www.proxyvote.com, free of charge.

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TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders	2
Voting Information	5
Proxy Summary	6
Business Highlights	8
Director Nominee Highlights	9
Corporate Governance Highlights	10
Executive Compensation Highlights	11
Corporate Governance	12
Corporate Governance Highlights	12
Independence of Our Board of Directors	13
Board of Directors Leadership Structure	13
Lead Independent Director	14
Chair of the Board	15
Board and Committee Meetings	16
Board Committees	16
Oversight of Strategy	18
Oversight of Risk	18
Oversight of Business Resilience Programs and Policies	18
Oversight of Human Capital Management	18
Code of Business Conduct and Ethics	19
Insider Trading Policies	19
Executive Compensation Policies and Practices	19
Communications with the Board of Directors	19
Compensation Committee Interlocks and Insider Participation	19
Related Person Transactions	20
PROPOSAL 1—Election of Directors	21
Director Nomination Process	21
Director Qualifications	21
2026 Nominees for Election to the Board of Directors	23
Director Compensation	28
Elements of Director Compensation	28
Stock Ownership Guidelines	28
2025 Director Compensation Table	29
Ownership of Our Common Stock	30
PROPOSAL 2—Advisory Vote to Approve Named Executive Officer Compensation	32
Compensation Discussion and Analysis	33
Our Named Executive Officers	33
Overview	34
What We Pay and Why	37
How We Make Executive Compensation Decisions	45
Compensation Committee Report	47

2025 Executive Compensation	48
2025 Summary Compensation Table	48
2025 Grants of Plan-Based Awards Table	49
2025 Outstanding Equity Awards at Fiscal Year-End Table	50
2025 Option Exercises and Stock Vested Table	52
2025 Nonqualified Deferred Compensation Table	52
2025 Potential Payments Upon Termination or Change in Control	53
Pay Ratio	57
Pay Versus Performance	57
Policies and Practices Related to the Timing of Grants of Certain Equity Awards	63
Equity Compensation Plan Information	63
PROPOSAL 3—Ratification of Selection of Independent Registered Public Accounting Firm	64
Engagement of Independent Registered Public Accounting Firm	64
Fees Paid to EY	65
Audit Committee Approval Policies and Procedures	65
Audit Committee Report	66
PROPOSAL 4—Approval of Amendment to the Company’s Certificate of Incorporation to Permit Stockholder Action by Written Consent	67
The Proposed Written Consent Amendment	67
Key Provisions of the Proposed Written Consent Amendment	68
Purpose and Effect of the Proposed Written Consent Amendment	69
Related Bylaw Amendment	69
Additional Information	69
PROPOSAL 5—Stockholder Proposal Regarding Independent Board Chair Requirements	70
Stockholder Proposal	70
Board of Directors’ Statement in Opposition to the Proposal	71
Frequently Asked Questions Concerning the Annual Meeting	73
Additional Company Information	76
Stockholder Proposals for the 2027 Annual Meeting	77
Appendix A—Non-GAAP Financial Measure Reconciliations	78
Appendix B—Forward-Looking Statements	80
Appendix C—Eighth Amended and Restated Certificate of Incorporation of CDW Corporation	81

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Voting Information

Who is Eligible to Vote

You are entitled to vote at the Annual Meeting if you were a stockholder of CDW Corporation (the “Company”, “CDW”, “we”, “us”, and “our”) as of the close of business on March 25, 2026, 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.

Proposal	Topic	More Information	Board Recommendation
Proposal 1	Election of Directors	Page 21	FOR each Director Nominee
Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation	Page 32	FOR
Proposal 3	Ratification of Selection of Independent Registered Public Accounting Firm	Page 64	FOR
Proposal 4	Approval of the Amendment to the Company’s Certificate of Incorporation to Permit Stockholder Action by Written Consent	Page 67	FOR
Proposal 5	Stockholder Proposal Regarding Independent Board Chair Requirements	Page 70	AGAINST

Virtual Annual Meeting

The Annual Meeting will be held via live audio webcast on Thursday, May 21, 2026, 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 25, 2026, the record date. To participate in the Annual Meeting online, please visit www.virtualshareholdermeeting.com/CDW2026 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. For beneficial holders who do not have a control number, please contact your broker, bank, or other institution where you hold your account 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/CDW2026, 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 of Annual Meeting of Stockholders 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 institution where you hold your account, you will receive voting instructions from your broker, bank, or other institution, 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 Annual Meeting and voting under “Frequently Asked Questions Concerning the Annual Meeting” beginning on page 73 of this proxy statement.

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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 2025 Annual Report on Form 10-K carefully before voting at the Annual Meeting. 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
1	● 8 of our 9 Director nominees are independent. ● Independent Lead Director. ● A Director Nominees Snapshot outlining key information on our Directors is included on page 10.	The Board recommends a vote FOR each Director nominee named in this proxy statement Further information beginning on page 21
Proposal	Advisory Vote to Approve Named Executive Officer Compensation	FOR
2	● The Compensation Committee has designed our executive compensation program with the objectives of driving sustained meaningful profitable growth and stockholder value creation. ● Our long-standing executive compensation philosophies and objectives are to (1) 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.	The Board recommends a vote FOR this Proposal Further information beginning on page 32
Proposal	Ratification of Selection of Independent Registered Public Accounting Firm	FOR
3	● The Audit Committee has selected EY to act as our independent registered public accounting firm for 2026 and seeks ratification of the selection.	The Board recommends a vote FOR this proposal Further information beginning on page 64

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PROXY SUMMARY

Proposal	Approval of the Amendment to the Company’s Certificate of Incorporation to Permit Stockholder Action by Written Consent	FOR
4	● The Board seeks to further enhance stockholder rights by enabling stockholders to act by written consent, in accordance with the preferences expressed by stockholders at the Company’s 2025 Annual Meeting of Stockholders.	The Board recommends a vote FOR this proposal Further information beginning on page 67
Proposal	Stockholder Proposal Regarding Independent Board Chair Requirements	AGAINST
5	The Board recommends a vote against this proposal for the following reasons: ● The Board has a fiduciary duty to determine the leadership structure that best serves the Company and its stockholders. ● Effective governance requires flexibility – not a rigid, one-size-fits-all mandate. ● A robust LID role supports effective Board oversight. ● Flexibility in Board leadership is a strength of the Company’s governance.	The Board recommends a vote AGAINST this proposal Further information beginning on page 70

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PROXY SUMMARY

Business Highlights

We are a leading multi-brand provider of information technology (“IT”) solutions to 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 500 Index with approximately 14,800 coworkers across the globe. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include 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 environments through approximately 10,500 customer-facing coworkers, including sellers, highly-skilled specialists, and engineers. We are a leading sales channel partner for many original equipment manufacturers (“OEMs”), software publishers, and cloud providers (collectively, our “vendor partners”) and wholesale distributors, whose products we sell or include in the solutions we offer. We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical expertise, and extensive 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 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 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 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 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 (“AI”) as well as growing end-user demand for security, efficiency, and productivity.

As we have evolved with the IT market, we have built an organization with significant scale, reach, 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 technical organization, we deliver unique value – for both our customers and our vendor partners.

CDW At-A-Glance

Products

100K+

Countries

~150

Brands

1K+

Coworkers

~14.8K+

Customers

250K+

Cash Returned to Stockholders

$4.7B

over the last 5 years

2025 Performance Highlights

	GAAP	Non-GAAP
Net Sales $22.4 billion +6.8% Gross Profit $4.9 billion	Operating Income $1.7 billion +0.3% Net income per diluted share $8.08	Operating Income $2.0 billion +2.6% Net income per diluted share $10.02
+5.9%	+1.3%	+5.2%
Percentage are year-over-year. See Appendix A for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure.

CDW’s Balanced Portfolio

(2025 Net Sales $22.4B,
+6.8% Year-Over-Year Growth %)

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PROXY SUMMARY

Director Nominee 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 Director Nominees

Name & Professional Background		Age	Director Since	Independent	Committee Memberships	Other Public Company Boards
	Virginia C. Addicott Former President & Chief Executive Officer, FedEx Custom Critical	62	2016		■ Audit ■ Nominating & Corporate Governance	1
	James A. Bell (Lead Independent Director) Former Executive Vice President, Corporate President & Chief Financial Officer, The Boeing Company	77	2015		■ Compensation ■ Nominating & Corporate Governance (Chair)	—
	Lynda M. Clarizio Co-Founder and General Partner, The 98; Former Executive Vice President, Strategic Initiatives, The Nielsen Company (US), LLC	65	2015		■ Compensation ■ Nominating & Corporate Governance	1
	Anthony R. Foxx Emma Bloomberg Professor of the Practice of Public Policy and Faculty Director of the Center for Public Leadership, Harvard Kennedy School of Government; Former US Secretary of Transportation	54	2021		■ Compensation ■ Nominating & Corporate Governance	2
	Kelly J. Grier Former US Chair and Managing Partner (CEO), Ernst & Young LLP	56	2023		■ Audit (Chair) ■ Nominating & Corporate Governance	3
	Marc E. Jones Chairman and Executive Officer Emeritus, Aeris Communications, Inc.	67	2023		■ Compensation ■ Nominating & Corporate Governance	1
	Christine A. Leahy Chair, President & Chief Executive Officer, CDW Corporation	61	2019	—	—	1
	David W. Nelms Former Chairman & Chief Executive Officer, Discover Financial Services, Inc.	65	2014		■ Audit ■ Nominating & Corporate Governance	—
	Joseph R. Swedish Former Chairman, President & Chief Executive Officer, Anthem, Inc.	74	2015		■ Compensation ■ Nominating & Corporate Governance	—

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PROXY SUMMARY

Director Nominees Snapshot


		Age 65 years old is the average age Tenure 8 years is the average tenure Independence 89 % of the Board is Independent Skills and Qualifications

Corporate Governance Highlights

More information can be found in the “Corporate Governance” section of this proxy statement.

Annual election of all directors

Lead Independent Director

All of our directors, other than the Chair of our Board, are independent and the independent directors regularly meet in executive session

100% independent Audit, Compensation, and Nominating and Corporate Governance Committees

All of our Audit Committee members qualify as “audit committee financial experts” under SEC rules

15-year Board term limit to promote Board refreshment

Stockholder right to call special meetings

Our Board has approved a management proposal to allow stockholders to act by written consent (Proposal 4 in this proxy statement)

Proxy access right

Majority vote to elect directors with resignation policy

Restrictions on other board service by directors

Annual Board and Audit, Compensation, and Nominating and Corporate Governance Committee evaluations

No supermajority vote requirements

No stockholder rights plan or poison pill

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PROXY SUMMARY

Executive Compensation Highlights

CEO Pay for Performance

Our executive compensation program is focused on driving sustained meaningful profitable growth and stockholder value creation. 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. As shown in the charts, in 2025, approximately 93% of the target compensation of our Chair, President, and Chief Executive Officer was variable, with the value tied to the achievement of specified financial performance goals and stock price performance.

2025 CEO TARGET COMPENSATION MIX

2025 Say-on-Pay Vote

Stockholders continued to show strong support of our executive compensation program, with approval by approximately 91% of the votes cast for the Company’s say-on-pay vote at our 2025 Annual Meeting of Stockholders and, since our initial public offering in 2013 (“IPO”), our stockholders have overwhelmingly supported our executive compensation program, with an average approval of approximately 95% of the votes cast for the Company’s say-on-pay vote at the annual meetings of stockholders since our IPO.

2025 SAY-ON-PAY VOTE		AVERAGE SAY-ON-PAY VOTE SINCE IPO

Extensive information regarding our executive compensation program in place for 2025 can be found in the “Compensation Discussion and Analysis” section of this proxy statement.

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Corporate Governance

“The Board is highly engaged and brings rigorous, independent judgment to the oversight of CDW’s long-term strategy. Our governance framework supports effective oversight through active Board engagement, regular executive sessions, and disciplined evaluation of Board and committee effectiveness. In close partnership with management, and informed by ongoing dialogue with our stockholders, the Board remains focused on long-term value creation.”

— James A. Bell, Lead Independent Director

Corporate Governance Highlights

Annual Election of Directors. All directors are elected annually.

Lead Independent Director. Our Lead Independent Director is elected by and from the independent members of our Board.

Independent Board. Our Board is comprised entirely of independent directors, other than our Chair, who also serves as President and Chief Executive Officer. The independent members of our Board regularly meet in executive session.

Independent Board Committees. All members of our Audit, Compensation, and Nominating and Corporate Governance Committees are independent.

Audit Committee Financial Experts. All members of our Audit Committee qualify as “audit committee financial experts” as defined under US Securities and Exchange Commission (“SEC”) rules.

Stockholder Right to Call Special Meetings. Our Amended and Restated Bylaws (“Bylaws”) allow stockholders representing at least 25% of the voting power of our outstanding common stock to call special meetings, as further detailed in our Bylaws.

Stockholder Action by Written Consent. Our Board has approved a management proposal to allow stockholders to take action by written consent (Proposal 4 in this proxy statement).

Proxy Access. Our Bylaws permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least 3 years to nominate and include in our proxy materials director nominees constituting up to 2 individuals or 20% of the Board, whichever is greater, as further detailed in our Bylaws.

Majority Vote. Directors are elected by majority votes cast in uncontested elections. We have a resignation policy that applies if a director fails to receive a majority of the votes cast.

Board Term Limit. Our Corporate Governance Guidelines provide that a director will not be renominated at the next annual meeting of stockholders after 15 years of service on our Board, absent special circumstances.

Restrictions on Other Board Service. Our Corporate Governance Guidelines require the Nominating and Corporate Governance Committee and the Board to consider directors’ and candidates’ outside time commitments, including the number of other boards they serve on. The Guidelines also limit board memberships: directors who are executive officers of a public company may serve on no more than 2 public company boards (including ours), and directors who are not executive officers may serve on no more than 4 public company boards (including ours).

Annual Board and Committee Evaluations. Our Lead Independent Director conducts one-on-one interviews with each director to assess Board performance and effectiveness. The Nominating and Corporate Governance Committee reviews and discusses the results. Each of the Audit, Compensation, and Nominating and Corporate Governance Committees also conducts an annual self-evaluation to assess Committee performance and effectiveness.

No Supermajority Vote Requirements. Our Certificate of Incorporation and Bylaws may be amended by the affirmative vote of a majority of the Company’s outstanding common stock.

No Stockholder Rights Plan. The Company does not have a stockholder rights plan or poison pill.

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Corporate Governance

Our success is built on the trust we have earned from our customers, coworkers, business partners, investors, and communities, and that trust sustains our success. Part of this trust stems from our commitment to good corporate governance. Our Company is governed by our Board of Directors (“Board of Directors” or “Board”). The Board is responsible for providing oversight of the strategic and operational direction of the Company and supporting the Company’s long-term interests.

To provide a framework for effective governance, our Board has adopted Corporate Governance Guidelines, which outline the operating principles of our Board and the composition and working processes of our Board and its committees. The Nominating and Corporate Governance Committee periodically reviews our Corporate Governance Guidelines and developments in corporate governance and recommends proposed changes to the Board for approval.

Our Corporate Governance Guidelines, along with other corporate governance documents such as committee charters and The CDW Way Code (our code of business conduct and ethics), are available on the Governance section of our Investor Relations website at investor.cdw.com. These documents and any other information available on our website are not part of, or incorporated by reference into, this proxy statement.

Independence of Our Board of Directors

Under our Corporate Governance Guidelines and the listing standards of the Nasdaq Global Select Market (“Nasdaq”), a majority of our Board must be independent. The Board annually determines whether each of our directors is independent. In determining independence, the Board follows the independence criteria set forth in the Nasdaq listing standards and considers all relevant facts and circumstances.

Under the Nasdaq independence criteria, a director cannot be considered independent if they have one of the relationships specifically enumerated in the Nasdaq listing standards. In addition, the Board must affirmatively determine that a director does not have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has affirmatively determined that each of our current directors, other than our Chair, President, and Chief Executive Officer, Christine A. Leahy, and each of the directors who served during the last completed fiscal year is independent under the applicable listing standards of Nasdaq. In making its determination, the Board considered that Ms. Grier served as US Chair and Managing Partner (CEO) of EY, the Company’s independent registered public accounting firm, until July 2022 and that Ms. Grier did not personally work on the audit of the Company by EY or provide any other services to the Company since 2014. Because Ms. Grier is retired from EY and due to the significant length of time since she last worked on the Company’s audit, the Board found that her prior relationship with EY does not interfere with the exercise of her independent judgment in carrying out her responsibilities as a director of the Company.

Board of Directors Leadership Structure

Christine A. Leahy, our President and Chief Executive Officer, serves as Chair of the Board and James A. Bell, a non-executive and independent director, serves as Lead Independent Director. The Board believes that the combined role of Chair of the Board and Chief Executive Officer of our Company, together with the appointment of a Lead Independent Director (elected by and from the independent members of the Board), the independence of all Board members other than our Chief Executive Officer, and the use of regular executive sessions of the independent directors, achieves an appropriate balance between the effective development of key strategic and operational objectives and independent oversight of management’s execution of those objectives. Our governance framework provides the Board with the flexibility needed to determine the most suitable leadership structure for the Company. The Board periodically reviews its leadership structure. As part of this review, the Board has determined that the current leadership structure — with a combined Chair and Chief Executive Officer, a Lead Independent Director, and all Board committees composed entirely of independent directors — is appropriate for the Company at this time.

Our Corporate Governance Guidelines and committee charters require that when the Chair of the Board is not an independent director, the Nominating and Corporate Governance Committee will recommend an independent director to serve as Lead Independent Director. When making determinations about our leadership structure, the Board considers many factors, including business strategy, Company performance, industry dynamics, economic and regulatory developments, results of Board and committee self-evaluations, and investor feedback. The Board also considers the composition and culture of the board, including the qualifications and experience of the Chief Executive Officer and each of the directors, the roles and responsibilities of the Board Chair and the Lead Independent Director, the composition and needs of each committee of the Board, succession planning, the advantages and disadvantages of alternative leadership structures, and how best to serve the interests of our stockholders.

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Corporate Governance

Lead Independent Director

James A. Bell
LEAD INDEPENDENT
DIRECTOR

The primary roles of our Lead Independent Director are to partner with the Chair in managing the governance of the Board and to serve as a liaison between the Chair and other directors. The responsibilities of the Lead Independent Director, which are described in the Company’s Corporate Governance Guidelines, include, among others:

RESPONSIBILITY		DESCRIPTION
Board Meetings		Preside at all meetings of the Board at which the Chair is not present, including all executive sessions of the independent directors
Executive Sessions		Has the authority to call meetings of the independent directors
Facilitate Discussion		Facilitate discussion and open dialogue among the independent directors during Board meetings, executive sessions, and outside of board meetings
Liaison for Independent Directors		Serve as a liaison between the independent directors and the Chair, and where appropriate, between the independent directors and management
Agendas		Review, advise on, and ultimately approve the scheduling of Board meetings, and the agenda items and materials for each Board meeting as proposed by the Chair
Information		Work with the Chair to facilitate timely and appropriate information flow to the Board
Communicating with Stockholders		Serve as a contact for and may represent the Board in communications with stockholders and other stakeholders who wish to communicate with independent directors

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Corporate Governance

Chair of the Board

Christine A. Leahy

CHAIR, PRESIDENT,
AND CHIEF
EXECUTIVE OFFICER

The Board believes that having the Company’s Chief Executive Officer serve as Chair is in the best interest of its stockholders at this time because this structure ensures a seamless flow of communication between management and the Board, in particular with respect to the Board’s oversight of the Company’s strategic direction and risk management, as well as the Board’s ability to ensure management’s focused execution of that strategy. The Board also believes that, because the Chief Executive Officer is the director most familiar with the Company’s business, industry, and day-to-day operations, she is well-positioned to help the Board focus on those issues of greatest importance to the Company and its stockholders and to assist the Board with identifying the Company’s strategic priorities, as well as the short-term and long-term risks and challenges facing the Company. While independent directors have invaluable experience and expertise from outside the Company and its business, giving them different perspectives regarding the development of the Company’s strategic goals and objectives, the Chief Executive Officer is well-suited to bring Company-specific experience and industry expertise to her discussions with independent directors. The responsibilities of the Chair include, among others:

RESPONSIBILITY		DESCRIPTION
Board Meetings		Preside at and manage all meetings of the Board
Facilitate Discussion		Support a strong Board culture by fostering an environment of open dialogue, effective information flow, and constructive feedback among the members of the Board and management, facilitating communication among the Lead Independent Director, the Board as a whole, Board committees, and management, and encouraging director participation in discussions
Agendas		Propose to the Lead Independent Director for input, the annual Board calendar, agenda items, and schedules for each Board meeting and the materials to be presented to the Board
Information		Work with the Lead Independent Director to facilitate timely and appropriate information flow to the Board
Communicating with Stockholders		Represent the Board at annual meetings of stockholders and may represent the Board in communications with stockholders and other stakeholders, as appropriate

2026 Proxy Statement

Table of Contents

Corporate Governance

Board and Committee Meetings

Under our Corporate Governance Guidelines, our directors are expected to attend meetings of the Board, any applicable committee meetings, and our annual meetings of stockholders.

In 2025, the Board held five meetings. In 2025, each of the directors attended at least 75% of the aggregate of all meetings of the Board and the committees on which they served. In addition, each of our directors attended our 2025 Annual Meeting of Stockholders.

Board Committees

Our Board has an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Our Board has adopted charters for each of these committees, which are available on the Governance section of our Investor Relations website at investor.cdw.com. Under the committees’ charters, the committees report regularly to the Board. Additional information on each of these committees is set forth on the next page.


		All Members Independent Kelly J. Grier (Chair) Virginia C. Addicott David W. Nelms Donna F. Zarcone	Audit Committee Primary Responsibilities: Our Audit Committee is responsible for, among other things: ● appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; ● discussing with our independent registered public accounting firm its independence from the Company; ● reviewing with our independent registered public accounting firm the results and scope of its audit; ● preapproving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; ● 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; ● reviewing and monitoring our accounting principles, accounting policies, and financial and accounting controls; ● establishing procedures for the confidential and anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters; ● reviewing and approving or ratifying related-party transactions; ● overseeing our internal audit function; and ● reviewing the Company’s compliance and ethics and risk management programs, including with respect to cybersecurity.
			Meetings Held in 2025: 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. James A. Bell and Marc E. Jones served on the Audit Committee during fiscal year 2025 until May 2025. David W. Nelms joined the Audit Committee in May 2025.

SEC Form DEF 14A filed by CDW Corporation