Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

CDW Corporation (the "Company") today announced that Thomas E. Richards notified the Company's Board of Directors (the "Board") of his intention to retire as Executive Chairman and a member of the Board, effective December 31, 2019, consistent with the Company's previously disclosed succession planning process. Effective upon Mr. Richards' resignation, the size of the Board will decrease from twelve to eleven members.

The Company also announced that David W. Nelms, the Company's current independent Lead Director, has been appointed Non-Executive Chairman of the Board, effective January 1, 2020.

A copy of the related press release issued by the Company on December 23, 2019 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On December 17, 2019, the Board of Directors (the "Board") of CDW Corporation ("CDW") adopted amendments to CDW's bylaws (the "Bylaws") to implement proxy access. Article II, Section 11(c) has been added to the Bylaws to permit a stockholder, or a group of no more than 20 stockholders, owning at least three percent of CDW's outstanding common stock continuously for at least three years to nominate and include in CDW's proxy materials for an annual meeting of stockholders director nominees constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the procedural and disclosure requirements specified in the Bylaws.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by the text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.           Description

    3.1            Amended and Restated Bylaws of CDW Corporation, effective as of
                 December 17, 2019

   99.1            Press Release dated December 23, 2019

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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