CDW : 2024 Annual Report CDW 2025 Proxy

Make amazing happen.

Notice of 2025 Annual

Meeting of Stockholders

and Proxy Statement

0

• Regardless of market conditions and wherever priorities lie, we will be there for our customers with the discipline and rigor that is CDW's hallmark delivering the solutions they need for today and the future, to make amazing happen. "

Dear Fellow Stockholder,

Technology is undergoing unprecedented, accelerated change, delivering breakthroughs that are reshaping our world at an incredible pace. At the same time, workload and data growth is accelerating, security threats are increasing and the installed base of client devices is aging. Our customers need us now more than ever. And we are ready. Our customer centric approach to everything we do ensures we can help our customers maximize every dollar of IT investment today and prepare for tomorrow.

Our value proposition is stronger than ever. This is why I am so confident about our future. While there may be bumps along the way, I know that regardless of market conditions and wherever priorities lie, we will be there for our customers with the discipline and rigor that is CDW's hallmark delivering the solutions they need for today and the future, to make amazing happen.

Annual Meeting Invitation

On behalf of our Board of Directors, I would like to invite you to CDW's 2025 Annual Meeting of Stockholders. The meeting will be held virtually on Tuesday, May 20, 2025, at 7:30 a.m. CDT at www.virtualstockholdermeeting.com/CDW2025.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 9, 2025

2025 Proxy Statement

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When:

TUESDAY, MAY 20, 2025

7:30 a.m. CDT

Where:

Live webcast online at www.virtualstockholdermeeting.com/CDW2025

NOTICE

of Annual Meeting of Stockholders

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

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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.

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 2026 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, 2025;
4. To consider and act upon the stockholder proposal, if properly presented at the Annual Meeting, regarding stockholder right to act by written consent; 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 24, 2025 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 9, 2025.

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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.virtualstockholdermeeting.com/CDW2025and 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.virtualstockholdermeeting.com/CDW2025, but you will not be able to vote during the meeting or ask questions.

By Order of the Board of Directors,

Frederick J. Kulevich

Chief Legal Officer, Executive Vice President,

Risk and Compliance , and Corporate Secretary

April 9, 2025

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 20, 2025: The proxy materials relating to our 2025 Annual Meeting (notice, proxy statement and annual report) are available at www.proxyvote.com.

2025 Proxy Statement

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TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders	2
Voting Information	5
Proxy Summary	6
Business Highlights	7
Board Highlights	8
Corporate Governance Highlights	9
Executive Compensation Highlights	10
Corporate Governance	11
Corporate Governance Highlights	11
Independence of Our Board of Directors	12
Board of Directors Leadership Structure	12
Lead Independent Director	13
Board and Committee Meetings	13
Board Committees	13
Oversight of Strategy	15
Oversight of Risk	15
Oversight of Business Resiliency Programs	16
and Policies
Oversight of Human Capital Management	16
Code of Business Conduct and Ethics	16
Insider Trading Policies	16
Executive Compensation Policies and Practices	16
Communications with the Board of Directors	17
Compensation Committee Interlocks and	17
Insider Participation
Related Person Transactions	17
PROPOSAL 1-Election of Directors	18
Director Nomination Process	18
Director Qualifications	18
2025 Nominees for Election to the Board of Directors	20
Director Compensation	26
Elements of Director Compensation	26
Stock Ownership Guidelines	26
2024 Director Compensation Table	27
Ownership of Our Common Stock	28
PROPOSAL 2-Advisory Vote to Approve	30
Named Executive Officer Compensation
Compensation Discussion and Analysis	31
Our Named Executive Officers*	31
Overview	32

What We Pay and Why	34
How We Make Executive Compensation Decisions	42
Compensation Committee Report	44
2024 Executive Compensation	45
2024 Summary Compensation Table	45
2024 Grants of Plan-Based Awards Table	46
2024 Outstanding Equity Awards at Fiscal	48
Year-End Table
2024 Option Exercises and Stock Vested Table	50
2024 Nonqualified Deferred Compensation Table	50
2024 Potential Payments Upon Termination or	51
Change in Control
Pay Ratio	55
Pay Versus Performance	55
Policies and Practices Related to the Timing of	61
Grants of Certain Equity Awards
Equity Compensation Plan Information	61
PROPOSAL 3-Ratification of Selection of	62
Independent Registered Public Accounting Firm
Engagement of Independent Registered Public	62
Accounting Firm
Fees Paid to EY	63
Audit Committee Approval Policies and Procedures	63
Audit Committee Report	64
PROPOSAL 4-Stockholder Proposal
Regarding Stockholder Right to	65
Act by Written Consent
Stockholder Proposal	65
Board of Directors' Statement in Opposition to	65
the Proposal
Frequently Asked Questions Concerning the	68
Annual Meeting
Additional Company Information	71
Stockholder Proposals for the 2026	72
Annual Meeting
Appendix A-Non-GAAP Financial	73
Measure Reconciliations
Appendix B-Forward-Looking Statements	75

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Voting Information

Who is Eligible to Vote

You are entitled to vote at the 2025 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 24, 2025, 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 18	FOR each
			Director Nominee
Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation	Page 30	FOR
Proposal 3	Ratification of Selection of Independent Registered Public Accounting Firm	Page 62	FOR
Proposal 4	Stockholder Proposal Regarding Stockholder Right to Act by Written Consent	Page 65	AGAINST

Virtual Annual Meeting

The Annual Meeting will be held via live audio webcast on Tuesday, May 20, 2025, 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 24, 2025, the record date. To participate in the Annual Meeting online, please visit www.virtualstockholdermeeting.com/CDW2025and 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.virtualstockholdermeeting.com/CDW2025, 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 page 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.

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 page 68 of this proxy statement.

2025 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 2024 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. This proxy statement also contains forward-looking statements; see Appendix B for more information.

Proposal	Election of Directors		FOR
1	• 10 of our 11 Directors are independent.		The Board recommends a vote FOR
• Independent Lead Director.		each Director nominee
• A Board Composition Snapshot outlining key information on our Directors is		Further information beginning on
included on page 9.
	page 18
Proposal	Advisory Vote to Approve Named Executive Officer		FOR
Compensation
2	• The Compensation Committee has designed our executive compensation program		The Board recommends a vote FOR
with the objectives of driving sustained meaningful profitable growth and		this Proposal
stockholder value creation.		Further information beginning on
• Our long-standing executive compensation philosophies and objectives are to (1)
	page 30
pay-for-performance, (2) align with stockholder interests, and (3) attract and
retain the right talent.
	• The Compensation Committee seeks to foster these objectives through a
	compensation system that focuses heavily on variable, performance-based
	incentives that create a balanced focus on our short-term and long-term strategic
	and financial goals.
Proposal	Ratification of Selection of Independent Registered Public		FOR
Accounting Firm
3	• The Audit Committee has selected Ernst & Young LLP to act as our independent		The Board recommends a vote FOR
registered public accounting firm for 2025 and seeks ratification of the selection.		this proposal
			Further information beginning on
			page 62
Proposal	Stockholder Proposal Regarding Stockholder Right to Act by		AGAINST
Written Consent
4	The Board recommends a vote against this proposal for the following reasons:		The Board recommends a vote
• We adopted a special meeting provision after our stockholders expressed their		AGAINST this proposal
	Further information beginning on
preference for a special meeting provision over written consent.
• Stockholder meetings offer important protections and advantages that are absent		page 65
from the written consent process.
	• Written consent is a minority practice among large public companies.
	• Our strong corporate governance practices demonstrate responsiveness, provide
	stockholders with means to express their views and promote Board accountability.

6 2025 Proxy Statement

PROXY SUMMARY

Business Highlights

We are a leading multi-brand provider of information technology ("IT") solutions to over 250,000		CDW At-A-Glance
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		Products
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		100K+
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 IT solutions. Our solutions are delivered in physical, virtual, and cloud-based		Countries
environments through approximately 10,900 customer-facing coworkers, including sellers,		150
highly-skilled specialists and engineers. We are a leading sales channel partner for many original
equipment manufacturers, software and cloud providers (collectively, our "vendor partners") and
wholesale distributors, whose products we sell or include in the solutions we offer. We partner with		Brands
our vendor partners to provide a cost-effective way to reach customers and deliver a consistent
brand experience through our established end-market coverage, technical expertise, and extensive		1K+
customer access.
We simplify the complexities of technology solutions across design, selection, procurement,
integration and management for our customers. Our goal is to have our customers, regardless of		Coworkers
their size, view us as a trusted adviser and extension of their IT workforce. Our multi-brand offering
approach across our vendor partners enables us to provide the solutions and services that best		15K+
address each customer's specific requirements to enable their desired business outcomes.
We have capabilities to provide integrated IT solutions in approximately 150 countries for
	Customers
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		250K+
providers. We believe that demand for IT will outpace general economic growth in the markets
we serve fueled by new technologies, including hybrid and cloud computing and artificial
intelligence as well as growing end-user demand for security, efficiency andproductivity.		Cash Returned
As we have evolved with the IT market, we have built an organization with significant scale, reach
	to Stockholders
and deep intimate knowledge of customer and vendor partner needs. When coupled with our
market presence, our broad and deep solutions portfolio, and our large and highly-skilled sales and		$4.2B
technical organization, we deliver unique value - for both our customers and our vendor partners.
		over the last 5 years
2024 Performance Highlights	CDW'S Balanced Portfolio

	GAAP	Non-GAAP		(2024 Net Sales $21.0 Billion)
		OTHER	CORPORATE
Net Sales	Operating Income	Operating Income
(UK, Canada)	(>250 employees)
$21.0 billion	$1.7 billion	$1.9 billion		$2.5B
(1.8)%	(1.8)%	(4.5)%	HEALTHCARE	$2.5B
Gross Profit	Net income	Net income			$8.8B
	per diluted share	per diluted share	EDUCATION	$3.2B
$4.6 billion	$7.97	$9.52	(K-12,
Higher Ed)
(1.1)%	(1.6)%	(3.6)%		$2.5B	$1.5B
Percentage are year-over-year. See Appendix A for a reconciliation of each non-GAAP financial	GOVERNMENT	SMALL BUSINESS
measure to the most directly comparable GAAP measure.			(Federal,	(≤250 employees)
				State & Local)

2025 Proxy Statement

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PROXY SUMMARY

Board Highlights

Our Board strives to maintain a highly independent and balanced group of directors that collectively possess the skills, expertise, and perspectives to ensure effective oversight.

Our Board

		Director		Committee	Other Public
Name & Professional Background	Age	Since(1)	Independent	Memberships	Company Boards
Virginia C. Addicott	61	2016		∙ Audit	1
Former President & Chief Executive Officer,			∙ Nominating & Corporate
FedEx Custom Critical				Governance
James A. Bell	76	2015		∙ Audit	-
(Lead Independent Director)				∙ Nominating & Corporate
Former Executive Vice President,				Governance
Corporate President & Chief Financial Officer,
The Boeing Company
Lynda M. Clarizio	64	2015		∙ Compensation	2
Co-Founder and General Partner, The	98;			∙ Nominating & Corporate
Former Executive Vice President, Strategic			Governance
Initiatives, The Nielsen Company (US), LLC
Anthony R. Foxx	53	2021		∙ Compensation	2
Emma Bloomberg Professor of Practice of			∙ Nominating & Corporate
Public Leadership and Director of the Center			Governance
for Public Leadership, Harvard Kennedy
School of Government; Former U. S. Secretary
of Transportation
Kelly J. Grier	55	2023		∙ Audit (Chair)	2
Former US Chair and Managing Partner			∙ Nominating & Corporate
(CEO), Ernst & Young LLP				Governance
Marc E. Jones	66	2023		∙ Audit	1
Chairman and Co-Chief Executive Officer,			∙ Nominating & Corporate
Aeris Communications, Inc.				Governance
Christine A. Leahy	60	2019	-	-	1
Chair, President & Chief Executive Officer,
CDW Corporation
Sanjay Mehrotra	66	2021		∙ Compensation (Chair)	1
President & Chief Executive Officer, Micron			∙ Nominating & Corporate
Technology, Inc.				Governance
David W. Nelms	64	2014		∙ Nominating & Corporate	-
Former Chairman & Chief Executive Officer,			Governance (Chair)
Discover Financial Services, Inc.
Joseph R. Swedish	73	2015		∙ Compensation	-
Former Chairman, President & Chief				∙ Nominating & Corporate
Executive Officer, Anthem, Inc.				Governance
Donna F. Zarcone	67	2011		∙ Audit	1
Former President & Chief Executive Officer,			∙ Nominating & Corporate
The Economic Club of Chicago				Governance

(1) The time period for service as a director of CDW includes service on the Board of Managers of CDW Holdings LLC, our parent company prior to our initial public offering in 2013.

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