CDW (CDW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 20, 2025, to be held virtually, with voting on key proposals including director elections, executive compensation, auditor ratification, and a shareholder proposal on written consent rights.

• Company highlights strong customer-centric IT solutions, serving over 250,000 clients globally, with 2024 net sales of $21.0 billion and a focus on adapting to rapid technological change.

• Leadership emphasizes disciplined execution, business resiliency, and a balanced approach to growth and risk management.

Voting matters and shareholder proposals

• Proposals include election of eleven directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, and a shareholder proposal to allow action by written consent.

• Board recommends voting for all director nominees, for executive compensation, for auditor ratification, and against the written consent proposal.

• The Board opposes the written consent proposal, citing robust special meeting rights and strong governance practices.

Board of directors and corporate governance

• Board consists of eleven members, ten of whom are independent; average age is 64, average tenure is 8 years.

• All committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Annual election of directors, majority vote standard, proxy access, and no supermajority or poison pill provisions.

• Board term limit set at 15 years to promote refreshment.

• Lead Independent Director role provides additional oversight and stockholder engagement.