CDW (CDW) AGM 2026 summary

Opening remarks and agenda

• Meeting called to order at 7:30 A.M. CST on May 21, 2026, with agenda and conduct rules posted on the web portal.

• Recognition given to 15,000 coworkers and over 250,000 customers, highlighting the company's strong momentum and competitive advantages.

• Five items of business on the agenda: election of directors, executive compensation, auditor ratification, amendment for written consent, and a stockholder proposal on independent board chair.

Board and executive committee updates

• Donna Zarcone and Sanjay Mehrotra are not standing for re-election; appreciation expressed for their service.

• Introduction of board members and Ernst & Young representatives, who are available for Q&A.

Shareholder proposals

• Proposal presented to require an independent board chairman, arguing it would improve governance, oversight, and address recent stock price and margin declines.

• Board recommended voting against the independent chair proposal, referencing the proxy statement for rationale.