CDW (CDW) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with voting available online, by phone, mail, or during the meeting.

• Key business includes electing nine directors, advisory approval of executive compensation, ratification of the auditor, amending the Certificate of Incorporation for written consent, and a shareholder proposal on board chair independence.

• The company reported $22.4B in net sales (+6.8% YoY), $4.9B gross profit, and $1.7B GAAP operating income for 2025.

• The company emphasizes its readiness for AI-driven transformation and ongoing commitment to shareholder value.

Voting matters and shareholder proposals

• Proposals: elect nine directors, advisory vote on executive compensation, ratify Ernst & Young LLP as auditor, amend Certificate of Incorporation for written consent, and consider a shareholder proposal for an independent board chair.

• Board recommends FOR all management proposals and AGAINST the shareholder proposal for an independent board chair.

• The written consent amendment is in response to prior shareholder support and includes procedural safeguards.

Board of directors and corporate governance

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

• Board leadership combines Chair/CEO and a Lead Independent Director, with regular executive sessions and annual evaluations.

• Directors are subject to a 15-year term limit and stock ownership guidelines; annual elections and majority vote standards apply.

• Proxy access and special meeting rights are available to shareholders.