CDW (CDW) Proxy filing summary

Voting matters and shareholder proposals

• Election of nine directors, with all nominees recommended for approval by the board.

• Advisory vote to approve named executive officer compensation is recommended for approval.

• Ratification of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, is recommended.

• Amendment to the Certificate of Incorporation to permit stockholder action by written consent is recommended.

• Shareholder proposal regarding independent Board chair requirements is not recommended by the board.

Board of directors and corporate governance

• Board recommends all nine director nominees for election at the annual meeting.

• Proposal to allow stockholder action by written consent aims to enhance shareholder rights.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included, with board recommending approval.