PC Connection (CNXN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, to address director elections, executive compensation, plan amendments, auditor ratification, and other business.

• Shareholders of record as of March 17, 2025, are eligible to vote on the proposals.

• Voting can be conducted via internet, phone, or mail, with audio webcast and teleconference available for listening.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the 2026 annual meeting.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes.

• Proposals include amending the 2020 Stock Incentive Plan (increase shares from 1,252,500 to 1,652,500) and the 1997 Employee Stock Purchase Plan (increase shares from 1,302,500 to 1,352,500).

• Ratification of Deloitte & Touche LLP as independent auditor for 2025 is on the agenda.

Board of directors and corporate governance

• The board consists of six members, with all current nominees serving as directors.

• Board committees include Audit, Compensation, and Corporate Development, all with independent members.

• The company is a controlled company under Nasdaq rules, with over 53% of voting stock held by one individual.

• No standing nominating committee; the board as a whole handles director nominations.

• Board leadership roles are separated between Chair and CEO.