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NOTICE OF 2021 ANNUAL
MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
TECHNOLOGY THAT MOVES YOUR MISSION FORWARD
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- Our mission at CDW has always been to help our customers navigate and be successful in a changing world."
Dear Fellow Stockholder,
2020 was an extraordinary year. CDW coworkers found inspiration in our shared mission and worked unwaveringly to provide our customers with technologies that helped dramatically change how and where they worked, learned, connected and served their own end users and communities. I am proud of the work we did to support these businesses and institutions, all of which epitomized great courage and resilience in the face of the COVID-19 pandemic. Amidst the turmoil of last year, the experience of our people, the depth of our capabilities, and the breadth of our scale enabled us to meet the moment - helping our customers address their critical technology and operational needs. The engagement, commitment and productivity of our coworkers fueled another year of record results and market outperformance for CDW.
While the challenges of 2020 tested all of us, I believe they ultimately strengthened CDW's position as an industry leader and value creator for our stakeholders. As we look to the future, there is no doubt that technology will be more essential than ever. We will continue to do what we do best - help our customers navigate an ever-changing world and maximize their technology investments to succeed in their missions. As a trusted strategic advisor, CDW plays a dual role as a technology advisor and solutions provider to enable technology driven transformations. We are confident that we have the right strategy and remain committed to investing in our business to serve our customers for the long term.
Annual Meeting Invitation
On behalf of our Board of Directors, I would like to invite you to CDW's 2021 Annual Meeting of Stockholders. The meeting will be held virtually on Thursday, May 20, 2021, at 7:30 a.m. CDT at www.virtualshareholdermeeting.com/CDW2021. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business conducted at the meeting. Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to vote either via the Internet, by telephone, or by signing and returning a proxy card. Please vote as soon as possible so that your shares will be represented. For more information on CDW and to take advantage of our many stockholder resources and tools, we encourage you to visit our Investor Relations website at investor.cdw.com. Thank you for your continued trust in CDW and investment in our business.
Christine A. Leahy
President and Chief Executive Officer
April 8, 2021
2021 Proxy Statement 1
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When:
THURSDAY, MAY 20, 2021
7:30 a.m. CDT
Where: Live webcast online at www.virtualshareholdermeeting.com/CDW2021
REVIEW YOUR PROXY STATEMENT AND VOTE IN ADVANCE OF THE ANNUAL MEETING IN ONE OF FOUR WAYS:
BY INTERNET USING
YOUR COMPUTER
Visit 24/7 www.proxyvote.com
BY TELEPHONE
Dial toll-free 24/7 1-800-690-6903 (registered holders) 1-800-454-8683 (beneficial holders)
BY MAILING
YOUR PROXY CARD
Cast your ballot, sign your proxy card and return by mail in the postage prepaid envelope
BY INTERNET USING YOUR TABLET
OR SMARTPHONE
Scan this QR code 24/7 to vote with your mobile device (may require free software)
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.
NOTICE
of Annual Meeting of Stockholders
WE ARE PLEASED TO INVITE YOU TO THE CDW CORPORATION ANNUAL MEETING OF STOCKHOLDERS.
Items of business:
- To elect the ten director nominees named in this proxy statement for a term expiring at the 2022 Annual Meeting of Stockholders;
- To approve, on an advisory basis, named executive officer compensation;
- To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021;
- To approve the amendment to the Company's certificate of incorporation to eliminate the supermajority voting requirement in Article Eleven and to make certain non-substantive changes;
- To approve the amendment to the Company's certificate of incorporation to eliminate the obsolete competition and corporate opportunity provision;
- To approve the CDW Corporation 2021 Long-Term Incentive Plan;
- To approve the amendment to the CDW Corporation Coworker Stock Purchase Plan; and
- To consider any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.
RECORD DATE
Holders of our common stock at the close of business on March 24, 2021 are entitled to notice of, and to vote at, the Annual Meeting.
HOW TO VOTE
Your vote is important to us. Please see "Voting Information" on pages 5-6 for instructions on how to vote your shares.
These proxy materials are first being distributed on or about April 8, 2021.
2 2021 Proxy Statement
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ATTENDING THE VIRTUAL ANNUAL MEETING
Due to the continuing public health impact of the coronavirus (COVID-19) pandemic, related governmental actions and the importance of safeguarding the health of our stockholders, coworkers and representatives, the Board of Directors has determined that it is prudent to hold this year's Annual Meeting in a virtual-only format via live audio webcast. To participate in the Annual Meeting online, please visit www.virtualshareholdermeeting.com/CDW2021and enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website. For beneficial holders who do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than May 13, 2021, so that you can be provided with a control number and gain access to the meeting. If you do not have access to a 16-digit control number, you may access the meeting as a guest by going to www.virtualshareholdermeeting.com/CDW2021, but you will not be able to vote during the meeting or ask questions.
By Order of the Board of Directors,
Frederick J. Kulevich
Senior Vice President, General Counsel
and Corporate Secretary
April 8, 2021
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 20, 2021:
The proxy materials relating to our 2021 Annual Meeting (notice, proxy statement and annual report) are available at www.proxyvote.com.
2021 Proxy Statement 3
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TABLE OF CONTENTS
VOTING INFORMATION | 5 |
PROXY SUMMARY | 7 |
CORPORATE GOVERNANCE | 14 |
Corporate Governance Highlights...................................... | 14 |
Environmental, Social and Governance (ESG) | |
at CDW................................................................................. | 15 |
Independence of Our Board of Directors........................... | 16 |
Board of Directors Leadership Structure ........................... | 16 |
Board and Committee Meetings......................................... | 16 |
Board Committees .............................................................. | 16 |
Oversight of Strategy .......................................................... | 18 |
Oversight of Risk ................................................................. | 18 |
Oversight of Human Capital Management......................... | 19 |
Code of Business Conduct and Ethics .............................. | 19 |
Hedging, Short Sales and Pledging Policies...................... | 19 |
Executive Compensation Policies and Practices .............. | 19 |
PROPOSAL 1-Election of Directors | 21 |
DIRECTOR COMPENSATION | 26 |
STOCK OWNERSHIP | 28 |
PROPOSAL 2-Advisory Vote to Approve | |
Named Executive Officer Compensation | 31 |
COMPENSATION DISCUSSION | |
AND ANALYSIS | 32 |
Our Named Executive Officers | 32 |
Overview | 33 |
What We Pay And Why | 36 |
How We Make Executive Compensation Decisions | 43 |
COMPENSATION COMMITTEE REPORT | 45 |
2020 EXECUTIVE COMPENSATION | 46 |
EQUITY COMPENSATION PLAN | |
INFORMATION | 53 |
PROPOSAL 3-Ratification of Selection of | |
Independent Registered Public | 54 |
Accounting Firm | |
AUDIT COMMITTEE REPORT | 56 |
PROPOSAL 4-Approval of the Amendment to | |
the Company's Certificate of Incorporation to | |
Eliminate the Supermajority Voting Requirement | |
in Article Eleven and to Make Certain | 57 |
Non-Substantive Changes | |
PROPOSAL 5-Approval of the Amendment to | |
the Company's Certificate of Incorporation to | |
Eliminate the Obsolete Competition and | 59 |
Corporate Opportunity Provision | |
PROPOSAL 6-Approval of the CDW | 60 |
Corporation 2021 Long-Term Incentive Plan | |
PROPOSAL 7-Approval of the Amendment | |
to the CDW Corporation Coworker Stock | 67 |
Purchase Plan | |
FREQUENTLY ASKED QUESTIONS | |
CONCERNING THE ANNUAL MEETING | 71 |
OTHER BUSINESS | 76 |
APPENDIX A-CDW Corporation and | |
Subsidiaries Non-GAAP Financial Measure | |
Reconciliations | 77 |
APPENDIX B-Forward-Looking Statements | 79 |
APPENDIX C-Proposed Amendment to | |
the Company's Certificate of Incorporation | 80 |
APPENDIX D-Proposed Amendment to the | |
Company's Certificate of Incorporation | 84 |
APPENDIX E-CDW Corporation 2021 | |
Long-Term Incentive Plan | 86 |
APPENDIX F-Amended and Restated CDW | |
Corporation Coworker Stock Purchase Plan | 98 |
4 2021 Proxy Statement
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Disclaimer
CDW Corporation published this content on 06 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2021 14:09:08 UTC.