CDW CORPORATION
75 TRI-STATE INTERNATIONAL LINCOLNSHIRE, IL 60069
SCAN TO w
VIEW MATERIALS &VOTE
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/CDW2021
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D43752-P49106 | KEEP THIS PORTION FOR YOUR RECORDS |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
CDW CORPORATION
The Board of Directors recommends you vote FOR the following ten Directors (Term to Expire at 2022 Annual Meeting):
1. Election of Directors
Nominees:
1a. Virginia C. Addicott
1b. James A. Bell
1c. Lynda M. Clarizio
1d. Paul J. Finnegan
1e. Anthony R. Foxx
1f. Christine A. Leahy
1g. Sanjay Mehrotra
1h. David W. Nelms
1i. Joseph R. Swedish
1j. Donna F. Zarcone
HOUSEHOLDING ELECTION- please indicate if you consent to receive certain future investor communications in a single package per household.
For Against Abstain
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
Yes No
! !
The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5, 6 and 7:
- 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.
For Against Abstain
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
D43753-P49106
CDW CORPORATION
Annual Meeting of Stockholders
May 20, 2021
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Collin B. Kebo and Frederick J. Kulevich, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of CDW Corporation that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 7:30 a.m., Central Time, on May 20, 2021, to be held virtually at: www.virtualshareholdermeeting.com/CDW2021, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2, 3, 4, 5, 6 AND 7. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT THEREOF, THE PERSON(S) NAMED ABOVE WILL VOTE IN THEIR DISCRETION. THIS PROXY REVOKES ANY PROXY PREVIOUSLY GIVEN.
Continued and to be signed on reverse side
Your Vote Counts!
CDW CORPORATION
2021 Annual Meeting
Vote by May 19, 2021
11:59 PM ET
CDW CORPORATION
75 TRI-STATE INTERNATIONAL LINCOLNSHIRE, IL 60069
D43815-P49106
You invested in CDW CORPORATION and it's time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 20, 2021.
Get informed before you vote
View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 6, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
For complete information and to vote, visit www.ProxyVote.com
Control #
Smartphone users | Vote Virtually at the Meeting* | |
Point your camera here and | May 20, 2021 | |
vote without entering a | 7:30 a.m. Central Time | |
control number | Virtually at: | |
www.virtualshareholdermeeting.com/CDW2021 | ||
*Please check the meeting materials for any special requirements for meeting attendance.
V1
Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.
Voting Items | Board | |
Recommends | ||
1. | Election of Directors | |
Nominees: | ||
1a. | Virginia C. Addicott | For |
1b. | James A. Bell | For |
1c. | Lynda M. Clarizio | For |
1d. | Paul J. Finnegan | For |
1e. | Anthony R. Foxx | For |
1f. | Christine A. Leahy | For |
1g. | Sanjay Mehrotra | For |
1h. | David W. Nelms | For |
1i. | Joseph R. Swedish | For |
1j. | Donna F. Zarcone | For |
2. | To approve, on an advisory basis, named executive officer compensation. | For |
3. | To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the | For |
year ending December 31, 2021. | ||
4. | To approve the amendment to the Company's Certificate of Incorporation to eliminate the supermajority voting | For |
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 For corporate opportunity provision.
6. | To approve the CDW Corporation 2021 Long-Term Incentive Plan. | For |
7. | To approve the amendment to the CDW Corporation Coworker Stock Purchase Plan. | For |
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click "Sign up for E-delivery".
D43816-P49106
Attachments
- Original document
- Permalink
Disclaimer
CDW Corporation published this content on 09 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2021 13:13:01 UTC.