CDW : 2025 Annual Meeting CDW 2025 Proxy

Make amazing happen.

Notice of 2025 Annual

Meeting of Stockholders and Proxy Statement

"

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. Mis 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. Me meeting will be held virtually on Tuesday, May 20, 2025, at 7:30 a.m. CDT at https://www.virtualstockholdermeeting.com/CDW2025.Me 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. Mank you for your continued trust in CDW and investment in our business.

Christine A. Leahy

Chair, President and Chief Executive Oflcer

April 9, 2025

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2025 Proxy Statement

When:

TUESDAY, MAY 20, 2025

7:30 a.m. CDT

Where: Live webcast online at https://www.virtualstockholdermeeting.com/CDW2025

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 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.

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 https://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.

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.

Mese proxy materials are first being distributed on or about April 9, 2025.

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ATTENDING THE VIRTUAL ANNUAL MEETING

Mis 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 https://www.virtualstockholdermeeting.com/CDW2025 and 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 https://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 Oflcer, 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: Ne proxy materials relating

to our 2025 Annual Meeting (notice, proxy statement and annual report) are available at https://www.proxyvote.com.

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2025 Proxy Statement