CDW : 2021 Proxy

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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:

1. To elect the ten director nominees named in this proxy statement for a term expiring at the 2022 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, 2021;
4. 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;
5. To approve the amendment to the Company's certificate of incorporation to eliminate the obsolete competition and corporate opportunity provision;
6. To approve the CDW Corporation 2021 Long-Term Incentive Plan;
7. To approve the amendment to the CDW Corporation Coworker Stock Purchase Plan; and
8. 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

NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS	2
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