PC Connection : 2021 Proxy

PC CONNECTION, INC.

730 Milford Road

Merrimack, New Hampshire 03054

[phone]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 26, 2021

The 2021 Annual Meeting of Stockholders of PC Connection, Inc., a Delaware corporation, which we refer to as the Company, will be held at our corporate headquarters, 730 Milford Road, Merrimack, NH 03054 on Wednesday, May 26,

2021 at 10:00 a.m. (EST) to consider and act upon the following matters:

1. To elect five directors to serve until the 2022 Annual Meeting of Stockholders;
2. To ratify the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021; and
3. To transact such other business as may properly come before the meeting or any adjournment thereof.

Stockholders of record at the close of business on April 6, 2021 are entitled to notice of and to vote at the meeting or any adjournments thereof. Our stock transfer books will remain open. All stockholders are cordially invited to attend the meeting.

Due to the coronavirus pandemic and the public health and travel concerns our stockholders may have, audio webcast and teleconference capabilities will be available at https://edge.media-server.com/mmc/p/zanajugb. To listen by teleconference, stockholders should dial 1-877-776-4016 domestically, or 1-973-638-3231 internationally and use the following meeting ID 8087437.

Although audio webcast and teleconference capabilities will be available in order to enable stockholders who wish to listen to the Annual Meeting to do so without attending the Annual Meeting, stockholders will not be able to vote or revoke a proxy via the audio webcast or teleconference. Therefore, to ensure that your vote is counted at the Annual Meeting, the Company encourages its stockholders to complete and return the proxy card included with the Notice Regarding the Availability of Proxy Materials, or through your broker, bank or other nominee's voting instruction form.

By Order of the Board of Directors,

Patricia Gallup

Chair of the Board

Merrimack, New Hampshire

April 30, 2021

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 26, 2021: The Notice of the 2021 Annual Meeting and Proxy Statement and the Annual Report for the year ended December 31, 2020 are being mailed to stockholders on or about May 7, 2021. The Notice of 2021 Annual Meeting and Proxy Statement and Annual Report for the year ended December 31, 2020 may also be accessed athttp://ir.connection.com/financials/annual-reports-and-proxy.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.

PC CONNECTION, INC.

730 Milford Road

Merrimack, New Hampshire 03054

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 26, 2021

This Proxy Statement is furnished in connection with the solicitation of proxies by PC Connection, Inc., a Delaware corporation, which we refer to as the Company, (or "we," "us," or "our") by our Board of Directors, or the Board, for our 2021 Annual Meeting of Stockholders, or the "Annual Meeting", to be held on Wednesday, May 26, 2021 at 10:00 a.m.

(EST) at our corporate headquarters, 730 Milford Road, Merrimack, NH 03054 or any adjournment or adjournments of the Annual Meeting. You may obtain directions to the location of the Annual Meeting by contacting Investor Relations at 603-683-2505.

All proxies will be voted in accordance with the stockholders' instructions. If no choice is specified, the proxies will be voted in favor of the matters set forth in the accompanying Notice of Meeting. Any proxy may be revoked by a stockholder at any time before its exercise by delivery of a written revocation or a subsequently dated proxy to our secretary or by voting in person during the Annual Meeting.

Voting Securities and Votes Required

On April 6, 2021, the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting, there were outstanding and entitled to vote an aggregate of 26,187,175 shares of our Common Stock, $.01 par value per share, or the Common Stock. Stockholders are entitled to one vote per share of Common Stock. Our stock record books will be available for inspection by stockholders of record at our offices at the above address and at the time and place of the Annual Meeting.

The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting shall be necessary to constitute a quorum for the transaction of business. If a quorum is not present, the meeting will be adjourned until a quorum is obtained. Abstentions will be considered as present for purposes of determining whether a quorum is present. Proxies reflecting broker non-votes (where a broker or nominee does not have discretionary authority to vote on a proposal) will be considered as present for purposes of determining whether a quorum is present provided there is at least one routine matter to be voted on.

If a quorum is present at the Annual Meeting, the vote required to adopt each of the scheduled proposals will be as follows:

Election of Directors. Under the Company's by-laws, any election by stockholders shall be determined by a plurality of the votes cast on the election (candidates who receive the highest number of "for" votes are elected). Stockholders may vote "for" or "withhold" authority to vote with respect to one or more director nominees; however, where candidates are unopposed, "withhold" votes will have no effect on the election of such nominees. In addition, broker non-votes, as described below, will have no effect on the election of such nominees.

Other Matters. Under the Company's by-laws, the affirmative vote of the holders of a majority of the votes cast (meaning the number of shares voted "for" a proposal must exceed the number of shares voted "against" such proposal) will be required for: approval of the ratification of the selection of the independent registered public accounting firm (Proposal 2). Stockholders may vote "for," "against," or "abstain" from voting on the proposal. Abstentions are not considered votes cast for the foregoing purpose, and will have no effect on the vote for the proposal.

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Broker Non-Votes. Persons who hold shares on the record date through a broker, bank, or other nominee are considered beneficial owners. Brokers holding shares in "street name" must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion. However, brokers holding shares in "street name" for their beneficial owners are prohibited from voting on behalf of the clients in director elections and other non-routine matters unless the brokers have received specific voting instructions from those clients. Accordingly, a broker cannot vote shares held on behalf of a beneficial owner on Proposal 1 regarding the election of directors, unless such broker has received specific voting instructions from the beneficial owner. However, a broker will have discretion to vote shares held on behalf of a beneficial owner on Proposal 2, the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021, even if such broker has not received specific voting instructions from the beneficial owner. Shares held in "street name" by brokers who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter, will not be counted as votes in favor of such matter and will also not be counted as votes cast or shares voting on such matter.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Ownership of Officers and Directors

Unless otherwise provided below, the following table sets forth, as of April 23, 2021, the beneficial ownership of our Common Stock by: (i) each of our current and nominated directors; (ii) each of our named executive officers in the Summary Compensation Table under the heading "Executive Compensation" below; and (iii) all our current directors and executive officers as a group. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with his or her spouse, with respect to the shares set forth in the following table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Except as otherwise set forth below, the street address of each beneficial owner is c/o PC Connection, Inc.,

730 Milford Road, Merrimack, New Hampshire 03054.

		Shares of		Percentage of
		Common Stock		Common
		Beneficially		Stock
Name		Owned (1)		Outstanding (2)
Patricia Gallup	14,742,407	(3)	56.3	%
Timothy McGrath	262,538		1.0
David Beffa-Negrini	90,000		*
Jack Ferguson	80,680		*
Barbara Duckett	12,877		*
Thomas Baker	10,076		*
Gary Kinyon		-		*
All current directors and executive officers as a group (6 individuals)	15,198,578		58.0

• Less than 1% of the total number of our outstanding shares of Common Stock on April 23, 2021.

1. The number of shares beneficially owned by each director or executive officer is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power, and also any shares which the individual has the right to acquire as of April 23, 2021 or will have the right to acquire within 60 days thereof through the exercise of any stock option or other right.
2. The number of shares of Common Stock deemed outstanding for purposes of determining such percentages includes 26,187,175 shares outstanding as of April 23, 2021, and any shares subject to issuance upon exercise of options or other rights held by the person in question that were exercisable on or vest within 60 days after April 23, 2021.
3. Includes (i) 14,238,189 shares of Common Stock held of record by The 1998 PC Connection Voting Trust (the "Voting Trust"), (ii) 25,868 shares of Common Stock held by the Estate of David McLellan Hall, for which Ms. Gallup serves as executor, and (iii) 15,133 shares of Common Stock held by Ms. Gallup's spouse, as to which Ms. Gallup disclaims beneficial ownership. Ms. Gallup has the sole power to vote or direct the vote of 14,727,273 shares of Common Stock, shared power to vote or direct vote of 15,133 shares of Common Stock; sole power to dispose or direct the disposition of 14,727,273 shares of Common Stock and the shared power to dispose or direct the disposition of 15,133 shares of Common Stock.

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Stock Ownership of Certain Beneficial Owners

To our knowledge, as of April 23, 2021, the following entities beneficially owned more than 5% of our Common Stock.

Name and Address		Title		Shares Of		Percentage of
		of Class		Common Stock		Common Stock
				Beneficially Owned		Outstanding (1)
The 1998 PC Connection Voting Trust
730 Milford Road,		Common Stock		14,238,189	(2)	54.4%
Merrimack, New Hampshire 03054
Estate of David McLellan Hall
P O Box 256		Common Stock		7,144,962	(3)	27.3%
Keene, NH 03431
BlackRock, Inc.
55 East 52nd Street		Common Stock		2,279,644	(4)	8.7%
New York, NY 10055
Dimensional Fund Advisors, Inc.
6300 Bee Cave Road, Building One		Common Stock		1,919,500	(5)	7.3%
Austin, Texas, 78746
Mawer Investment Management Ltd.
600, 517 - 10th Avenue SW		Common Stock		1,654,725	(6)	6.3%
Calgary, Alberta, Canada T2R 0A8

1. The number of shares of Common Stock deemed outstanding for purposes of determining such percentages includes 26,187,175 shares outstanding as of April 23, 2021.
2. In connection with our initial public offering in March 1998, Patricia Gallup and David Hall placed substantially all of the shares of Common Stock that they beneficially owned immediately prior to the public offering into the 1998 PC Connection Voting Trust in exchange for voting trust receipts representing each share of Common Stock contributed to the Voting Trust. Patricia Gallup, as a holder of voting trust receipts and the sole trustee of the Voting Trust, may vote and be deemed to beneficially own 14,238,188 shares of Common Stock held of record by the Voting Trust. The Estate of David McLellan Hall, as the holder of voting trust receipts, may be deemed to beneficially own 7,119,094 shares of Common Stock held of record by the Voting Trust.
3. Includes 7,119,094 shares of Common Stock held of record by the Voting Trust. Patricia Gallup, as the executor of the Estate of David McLellan Hall, may be deemed to beneficially own the shares held by the Estate of David McLellan Hall. The Estate of David McLellan Hall has the sole power to vote or direct the vote of 25,868 shares of Common Stock, the shared power to vote or direct the vote of 0 shares of Common Stock, the sole power to dispose or direct the disposition of 7,144,962 shares of Common Stock and the shared power to dispose or direct the disposition of 0 shares of our Common Stock.
4. The information presented herein is as reported in, and based solely upon, a Schedule 13G filed with the SEC on February 2, 2021 by BlackRock, Inc., which we refer to as BlackRock. BlackRock possesses the sole power to vote or direct the vote of 2,163,940 shares of our Common Stock, the shared power to vote or direct the vote of 0 shares of Common Stock, the sole power to dispose or direct the disposition of 2,279,644 shares of our Common Stock and shared power to dispose or direct the disposition of 0 shares of our Common Stock.
5. The information presented herein is as reported in, and based solely upon, a Schedule 13G/A filed with the SEC on February 12, 2021 by Dimensional Fund Advisors LP, which we refer to as Dimensional, an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the "Funds"). All shares of our Common Stock listed as owned by Dimensional are owned by the Funds. In its role as investment advisor or manager, Dimensional possesses shared power to vote or direct the vote of 1,857,654 shares of our Common Stock that is owned by the Funds and shared power to dispose or direct the disposition of 1,919,500 shares of our Common Stock that is owned by the

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