CDW (CDW) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually, with voting available online, by phone, mail, or during the meeting.

• Key business includes election of nine directors, advisory vote on executive compensation, ratification of auditor, amendment to permit stockholder action by written consent, and a stockholder proposal on independent board chair requirements.

• Company highlights strong performance in IT solutions, with $22.4B in net sales (+6.8% YoY), $4.9B gross profit, and $1.7B GAAP operating income for 2025.

• Focus on AI, digital transformation, and maintaining leadership in a complex, evolving technology landscape.

Voting matters and shareholder proposals

• Board recommends FOR all director nominees, executive compensation, auditor ratification, and amendment to permit stockholder action by written consent.

• Board recommends AGAINST the stockholder proposal requiring an independent board chair, citing need for flexibility and robust Lead Independent Director role.

• Proposal 4 (written consent) responds to prior stockholder support and includes procedural safeguards for transparency and fairness.

Board of directors and corporate governance

• Eight of nine director nominees are independent; all board committees are fully independent.

• Board has a 15-year term limit, annual elections, proxy access, and majority vote with resignation policy.

• Lead Independent Director and Chair roles are clearly defined, with the Chair also serving as CEO.

• Board regularly reviews leadership structure and governance practices, emphasizing flexibility and responsiveness to stockholder feedback.