CDW : 2023 Annual Report CDW 2024 Proxy

Make amazing happen.

Notice of 2024 Annual

Meeting of Stockholders

and Proxy Statement

• With steadfast execution of our customer centric strategy, we are more important than ever to our customers as we help them harness the power of technology to make amazing happen. "

Dear Fellow Stockholder,

The pace and proliferation of technology change is accelerating at an unprecedented rate. Technology is more complex, and more interconnected with levels of choice and complexity not seen before. And that is where our value proposition really shines. We help our customers cut through complexity to maximize their return on technology investments. With steadfast execution of our customer centric strategy, we are more important than ever to our customers as we help them harness the power of technology to make amazing happen.

As we move into 2024, IT market conditions remain complex. Geopolitical tensions continue to grow and macroeconomic conditions remain unsettled. While we do not know what the market will ultimately look like in 2024, there are two things we know for sure - technology will continue to be a critical driver of outcomes and CDW will be there for our customers wherever their priorities lie.

Annual Meeting Invitation

On behalf of our Board of Directors, I would like to invite you to CDW's 2024 Annual Meeting of Stockholders. The meeting will be held virtually on Tuesday, May 21, 2024, at 7:30 a.m. CDT at www.virtualshareholdermeeting.com/CDW2024. 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

Chair, President and Chief Executive Officer

April 10, 2024

2024 Proxy Statement

1

When:

TUESDAY, MAY 21, 2024

7:30 a.m. CDT

Where: Live webcast online at www.virtualshareholdermeeting.com/CDW2024

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 broker, bank, 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:

1. To elect the eleven director nominees named in this proxy statement for a term expiring at the 2025 Annual Meeting of Stockholders;
2. To approve, on an advisory basis, named executive officer compensation;
3. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024;
4. To consider and act upon the stockholder proposal, if properly presented at the Annual Meeting, regarding political spending disclosure; and
5. 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 25, 2024 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 page 5 for instructions on how to vote your shares.

These proxy materials are first being distributed on or about April 10, 2024.

2 2024 Proxy Statement

ATTENDING THE VIRTUAL ANNUAL MEETING

This year's Annual Meeting is being held in a virtual-only format via live audio webcast. To participate in the Annual Meeting online, please visit www.virtualshareholdermeeting.com/CDW2024and 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 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/CDW2024, 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

& Corporate Secretary

and Interim Chief People Officer

April 10, 2024

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 21, 2024:

The proxy materials relating to our 2024 Annual Meeting (notice, proxy statement and annual report) are available at www.proxyvote.com.

2024 Proxy Statement

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TABLE OF CONTENTS
Notice of Annual Meeting of Stockholders	2
Voting Information	5
Proxy Summary	7
Business Overview	7
Our Business Performance	8
Corporate Governance Highlights	10
Board Highlights	11
Executive Compensation Highlights	12
Our Executive Compensation Practices	13
2023 Say-on-Pay Vote	13
Corporate Governance	14
Corporate Governance Highlights	14
Environmental, Social and Governance	15
Independence of Our Board of Directors	17
Board of Directors Leadership Structure	17
Lead Independent Director	18
Board and Committee Meetings	18
Board Committees	18
Oversight of Strategy	20
Oversight of Risk	20
Oversight of ESG	21
Oversight of Human Capital Management	21
Code of Business Conduct and Ethics	21
Political Contributions: Reaffirming our Long-standing
Practice Not to Make Political Contributions	21
Hedging, Short Sales and Pledging Policies	22
Executive Compensation Policies and Practices	22
Communications with the Board of Directors	22
Compensation Committee Interlocks and Insider
Participation	22
Related Person Transactions	23
PROPOSAL 1-Election of Directors	24
Director Nomination Process	24
Director Qualifications	24
2024 Nominees for Election to the Board of Directors ....	27
Director Compensation	33
Elements of Director Compensation	33
Lead Independent Director and Nominating and
Corporate Governance Committee Chair Compensation	33
Stock Ownership Guidelines	33
2023 Director Compensation Table	34

Ownership of Our Common Stock	35
PROPOSAL 2-Advisory Vote to Approve
Named Executive Officer Compensation	37
Compensation Discussion and Analysis	38
Our Named Executive Officers	38
Overview	39
What We Pay And Why	42
How We Make Executive Compensation Decisions	48
Compensation Committee Report	50
2023 Executive Compensation	51
2023 Summary Compensation Table	51
2023 Grants of Plan-Based Awards Table	52
2023 Outstanding Equity Awards at Fiscal Year-End
Table	53
2023 Option Exercises and Stock Vested Table	54
2023 Nonqualified Deferred Compensation Table	54
2023 Potential Payments Upon Termination or Change
in Control	55
Pay Ratio	59
Pay Versus Performance	59
Equity Compensation Plan Information	64
PROPOSAL 3-Ratification of Selection of
Independent Registered Public Accounting Firm	65
Engagement of Independent Registered Public
Accounting Firm	65
Fees Paid to EY	66
Audit Committee Approval Policies and Procedures	66
Audit Committee Report	67
PROPOSAL 4-Stockholder Proposal Regarding
Political Spending Disclosure	68
Stockholder Proposal	68
Frequently Asked Questions Concerning
the Annual Meeting	71
Additional Company Information	74
Stockholder Proposals for the 2025
Annual Meeting	75
APPENDIX A-Non-GAAP Financial Measure
Reconciliations	76
APPENDIX B-Forward-Looking Statements	78

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Voting Information

Who is Eligible to Vote

You are entitled to vote at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") if you were a stockholder of CDW Corporation (the "Company" or "CDW") as of the close of business on March 25, 2024, the record date for the Annual Meeting.

Participate in the Future of CDW-Vote Today

Please cast your vote as soon as possible on all of the proposals listed below to ensure that your shares are represented.

		More	Board
Proposal	Topic	Information	Recommendation
Proposal 1	Election of Directors	Page 24	FOR each
			Director Nominee
Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation	Page 37	FOR
Proposal 3	Ratification of Selection of Independent Registered Public Accounting Firm	Page 65	FOR
Proposal 4	Stockholder Proposal Regarding Political Spending Disclosure	Page 68	AGAINST

Virtual Annual Meeting

The Annual Meeting will be held via live audio webcast on Tuesday, May 21, 2024, at 7:30 a.m. CDT, in a virtual-only meeting format. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person.

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 25, 2024, the record date. To participate in the Annual Meeting online, please visit www.virtualshareholdermeeting.com/CDW2024and 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. For beneficial holders who do not have a control number, please contact your broker, bank or other nominee as soon as possible 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/CDW2024, but you will not be able to vote during the meeting or ask questions.

Voting in Advance of the Annual Meeting

Even if you plan to attend our virtual Annual Meeting via webcast, please read this proxy statement with care and vote right away as described in the Notice on p. 2 of this proxy statement. For stockholders of record, have your notice and proxy card in hand and

follow the instructions. If you hold your shares through a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee, including whether telephone or Internet options are available.

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Voting Information

Voting at the Annual Meeting

You may vote electronically via webcast at the Annual Meeting by following the instructions available on the meeting website.

Frequently Asked Questions

We provide answers to many frequently asked questions about the meeting and voting under "Frequently Asked Questions Concerning the Annual Meeting" beginning on p. 71 of this proxy statement.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement.This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and our 2023 Annual Report on Form 10-K carefully before voting at the Annual Meeting of Stockholders.Measures used in this proxy statement that are not based on accounting principles generally accepted in the United States ("non-GAAP") are each defined and reconciled to the most directly comparable GAAP measure in Appendix A.Thisproxy statement also contains forward-looking statements; see Appendix B for more information.

Business Overview

We are a market-leadingmulti-brand provider of information technology ("IT") solutions to over 250,000 small, medium and large business, government, education and healthcare customers in the United States ("US"), the United Kingdom ("UK") and Canada. We are a Fortune 500 company and member of the S&P 500 Index with approximately 15,100 coworkers. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise and cloud capabilities across hybrid infrastructure, digital experience, and security.

We are vendor, technology, and consumption model unbiased, offering a broad selection of products and multi-branded solutions. Our solutions are delivered in physical, virtual, and cloud-based environments through approximately 10,900 customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers. We are a leading sales channel partner for many original equipment manufacturers, software publishers and cloud providers (collectively, our "vendor partners"), whose products we sell or include in the solutions we offer. We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical expertise, and extensive customer access.

We simplify the complexities of technology across design, selection, procurement, integration and management for our customers. Our goal is to have our customers, regardless of their size, view us as a trusted adviser and extension of their IT resources. Our multi-brand offering approach across our vendor partners enables us to provide the solutions and services that best address each customer's specific requirements to enable their desired business outcomes.

We have capabilities to provide integrated IT solutions in more than 150 countries for customers with primary locations in the US, UK,

and Canada, which are large and growing markets. These are highly fragmented markets served by thousands of IT resellers and solutions providers. We believe that demand for IT will continue to outpace general economic growth in the markets we serve fueled by new technologies, including hybrid and cloud computing, virtualization, mobility and artificial intelligence, as well as growing end-user demand for security, efficiency and productivity.

As we have evolved with the IT market, we have built an organization with significant scale, reach and deep intimate knowledge of customer and partner needs. When coupled with our market presence, our broad and deep solutions portfolio, and our large and highly-skilled sales and technical organization, we deliver unique value - for both our customers and our vendor partners.

Full Solutions Stack, Full Outcome and Full IT Lifecycle

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PROXY SUMMARY

Our Business Performance

2023 Business Highlights

The power of our resilient business model, balanced portfolio of customer end-markets, and broad solutions set delivered strong gross profit results in a challenging market during 2023.

		GAAP		Non-GAAP
Net Sales		Operating Income		Operating Income
$21.4 billion		$1.7 billion		$2.0 billion
(10.0)%		(3.1)%		(0.6)%
Gross Profit		Net income per diluted share		Net income per diluted share
$4.7 billion		$8.10		$9.88
(0.7)%		(0.4)%		0.9%

Percentages are year-over-year. See Appendix A for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure.

There were three main drivers of performance in 2023:

• First, our balanced portfolio of our diverse customer end- markets, including three US reportable segments - Corporate, Small Business and Public - and two other operating segments comprised of our UK and Canadian operations. Each of our five US customer channels (corporate, small business, government, education and healthcare) is a meaningful business on its own, with Net sales of $1.6 billion or greater over the last twelve months. Within each channel, teams are further segmented to focus on customer end-markets,including geographies, and verticals. We also have our UK and Canadian operations, which together delivered Net sales of $2.6 billion USD. All sales channels except government declined year-over-yearin Net sales, but despite this lower sales volume, each sales channel expanded its operating margin. A dynamic macroeconomic environment dampened IT spending, particularly in the corporate and small business sales channels and UK and Canadian operations. However, these conditions did not alter the importance of technology, nor the complexity of IT for our customers; rather, it slowed decision making processes and altered how customers procured and consumed technology with a preference toward ratable and "as-a-Service"solutions.
• Second, the breadth and depth of our technology solutions

portfolioofmorethan100,000productsfromover1,000leadingand emerging brands. This breadth ensures we are well-positioned to meet our customers' needs and pivot quickly to trends in customer demand. This was important throughout the year as we delivered strong margins and healthy profitability, despite unprecedented shifts in customer priorities that impacted both client device and

broader hardware demand. The past few years have demonstrated that technology is essential to all sectors of the economy and will play an increasingly important role in the future. We have seen customers shift priorities from remote enablement and business and organizational continuity to strengthening, sustaining, and securing infrastructure, platforms, and end points. We have helped our customers smartly deploy their IT resources, navigate through interconnected and complex solutions, and adopt modern software and infrastructure architectures and practices whether on-premise, hybrid or in the cloud. Our performance reflected the success of past investments, both organic and inorganic, especially in professional and managed services, and our ability to help our customers across the full IT solutions stack and lifecycle.

• Third, we continued to make excellent progress against our three-part strategy for growth: (1) to acquire new customers and capture share, (2) to enhance our solutions capabilities, and
  (3) to expand our services capabilities. The combination of these three interconnected pillars, with our scope and scale, creates powerful differentiation in the market. We benefited from our strong competitive advantages and value proposition in 2023. Customers turned to CDW as a trusted advisor to help with some of their toughest IT challenges. We continued to invest in high-growth solutions and services capabilities, including integrating our latest acquisitions: Locus Recruiting, adding to our technical coworker and services capacity, and Enquizit, adding to our cloud portfolio. We remain confident that we have the right strategy to best serve our customers, optimize our productivity, and enhance our competitive position.

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PROXY SUMMARY

We also made progress against our 2023 capital allocation priorities. These priorities are designed to provide stockholders with a balance between receiving short-term capital returns and long-term value creation. Our first priority is to increase dividends annually. In November 2023, we increased our dividend by 5%, the tenth consecutive year of dividend increases. Our dividend has increased nearly fifteen-fold from its initial level in 2013. We returned more

than $820 million in cash to stockholders in 2023 via dividends and share repurchases - within our targeted range we laid out at the beginning of the year. We ended 2023 with a net leverage ratio of 2.4 times, demonstrating strong growth and excellent cash generation and within our targeted range. We also completed the acquisitions of both Locus Recruiting and Enquizit, successfully supplementing our organic investments in the business.

2023 CAPITAL ALLOCATION PRIORITIES

PRIORITIES

Increase Dividends Annually

Maintain Net Leverage Ratio(1)

Supplement Organic Growth with M&A

Return Excess Adjusted Free Cash Flow after Dividends & M&A Through Share Repurchases

OBJECTIVES

Target ~25% payout of non-GAAP net income; grow in line with earnings

Target ~2.0 to 3.0 times Net Leverage Ratio, committed to maintaining investment grade credit rating

Expand CDW's strategic capabilities

Target, in aggregate with dividends, returning 50% to 75% of Adjusted Free Cash Flow to shareholders

ACTIONS

5% increase in November 2023 to $2.48/share annually

Currently at 2.4 times(2)

Acquired Locus Recruiting and Enquizit

Returned 58% of Adjusted Free Cash Flow to shareholders in 2023; ~$500M of share repurchases in 2023

1. Defined as the ratio of total debt at period-end excluding any unamortized discount and/or premium and deferred financing costs, less cash and cash equivalents, to trailing twelve-monthsNon-GAAP operating income plus depreciation and amortization in selling, general and administrative expenses (excluding amortization expenses for acquisition-related intangible assets).
2. As of December 31, 2023.

For further details about our performance in 2023, please see the Company's 2023 Annual Report on Form 10-K.

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