CDW CORPORATION - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

CDW CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



		“There are two things we know for sure – technology will continue to be a critical driver of outcomes and CDW will be there for our customers as their trusted technology advisor – to make technology work so *people can do great things*.”

Dear Fellow Stockholder,

Over the past three years the velocity of digital adoption took a quantum leap as the global pandemic forever altered the role of technology in our lives. Today, technology fuels advancement across every industry and virtually every facet of our lives. It unlocks and amplifies value and is at the epicenter of progress. In an industry defined by relentless change, CDW has always been there for our customers. To help them navigate complexity and achieve their mission. This is at the core of who we are and our value proposition.

As we move into 2023, the macroeconomic environment continues to reflect global uncertainty. There are two things we know for sure – technology will continue to be a critical driver of outcomes and CDW will be there for our customers as their trusted technology advisor – to make technology work so people can do great things.

Annual Meeting Invitation

On behalf of our Board of Directors, I would like to invite you to CDW’s 2023 Annual Meeting of Stockholders. The meeting will be held virtually on Thursday, May 18, 2023, at 10:00 a.m. CDT at www.virtualshareholdermeeting.com/CDW2023. 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 7, 2023

2023 Proxy Statement

When:

THURSDAY, MAY 18, 2023

10:00 a.m. CDT

Where:

Live webcast online at
www.virtualshareholdermeeting.com/CDW2023

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 broker, bank, 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 2024 Annual Meeting of Stockholders;
	2.	To approve, on an advisory basis, named executive officer compensation;
	3.	To approve, on an advisory basis, the frequency of the advisory vote to approve named executive officer compensation;
	4.	To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023;
	5.	To approve the amendment to the Company’s Certificate of Incorporation to allow stockholders the right to call special meetings;
	6.	To approve the amendment to the Company’s Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation; and
	7.	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 22, 2023 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 7, 2023.

2023 Proxy Statement

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.virtualshareholdermeeting.com/CDW2023 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 www.virtualshareholdermeeting.com/CDW2023, 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 7, 2023

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 18, 2023:
The proxy materials relating to our 2023 Annual Meeting (notice, proxy statement and annual report) are available at www.proxyvote.com.

2023 Proxy Statement

TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders	2
Voting Information	5
Proxy Summary	7
Business Overview	7
Our Business Performance	8
Corporate Governance Highlights	10
Board Highlights	11
Executive Compensation Highlights	12
Our Executive Compensation Practices	13
2022 Say-on-Pay Vote	13
Corporate Governance	14
Corporate Governance Highlights	14
Environmental, Social and Governance	15
Adoption of Special Meeting Right in Response to 2022 Written Consent Stockholder Proposal	17
Independence of Our Board of Directors	18
Board of Directors Leadership Structure	19
Lead Independent Director	19
Board and Committee Meetings	20
Board Committees	20
Oversight of Strategy	21
Oversight of Risk	22
Oversight of ESG	22
Oversight of Human Capital Management	22
Code of Business Conduct and Ethics	22
Hedging, Short Sales and Pledging Policies	23
Executive Compensation Policies and Practices	23
Communications with the Board of Directors	23
Compensation Committee Interlocks and Insider Participation	23
Related Person Transactions	24
PROPOSAL 1–Election of Directors	25
Director Nomination Process	25
Director Qualifications	25
2023 Nominees for Election to the Board of Directors	28
Director Compensation	33
Elements of Director Compensation	33
Director Compensation Review	33
Lead Independent Director and Nominating and Corporate Governance Committee Chair Compensation	34
Stock Ownership Guidelines	34
2022 Director Compensation Table	35
Stock Ownership	36
PROPOSAL 2–Advisory Vote to Approve Named Executive Officer Compensation	38
Compensation Discussion and Analysis	39
Our Named Executive Officers	39
Overview	40
What We Pay And Why	43
How We Make Executive Compensation Decisions	49
Compensation Committee Report	51
2022 Executive Compensation	52
2022 Summary Compensation Table	52
2022 Grants of Plan-Based Awards Table	53
2022 Outstanding Equity Awards at Fiscal Year-End Table	54
2022 Option Exercises and Stock Vested Table	55
2022 Nonqualified Deferred Compensation Table	55
2022 Potential Payments Upon Termination or Change in Control	56
Pay Ratio	60
Pay Versus Performance	60
PROPOSAL 3–Advisory Vote on the Frequency of the Advisory Vote to Approve Named Executive Officer Compensation	65
Equity Compensation Plan Information	66
PROPOSAL 4–Ratification of Selection of Independent Registered Public Accounting Firm	67
Engagement of Independent Registered Public Accounting Firm	67
Fees Paid to EY	68
Audit Committee Approval Policies and Procedures	68
Audit Committee Report	69
PROPOSAL 5–Approval of the Amendment to the Company’s Certificate of Incorporation to Allow Stockholders the Right to Call Special Meetings	70
PROPOSAL 6–Approval of the Amendment to the Company’s Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation	72
Frequently Asked Questions Concerning the Annual Meeting	73
Additional Company Information	76
Stockholder Proposals for the 2024 Annual Meeting	77
APPENDIX A–Non-GAAP Financial Measure Reconciliations	78
APPENDIX B–Forward-Looking Statements	80
APPENDIX C–Proposed Amendments to the Certificate of Incorporation	81
APPENDIX D–Special Meeting Bylaw Amendments	86

2023 Proxy Statement

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Voting Information

Who is Eligible to Vote

You are entitled to vote at the 2023 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 22, 2023, 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.

Proposal	Topic	More Information	Board Recommendation
Proposal 1	Election of Directors	Page 25	FOR each Director Nominee
Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation	Page 38	FOR
Proposal 3	Advisory Vote on the Frequency of the Advisory Vote to Approve Named Executive Officer Compensation	Page 65	1 YEAR
Proposal 4	Ratification of Selection of Independent Registered Public Accounting Firm	Page 67	FOR
Proposal 5	Approval of the Amendment to the Company’s Certificate of Incorporation to Allow Stockholders the Right to Call Special Meetings	Page 70	FOR
Proposal 6	Approval of the Amendment to the Company’s Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation	Page 72	FOR

Virtual Annual Meeting

The Annual Meeting will be held via live audio webcast on Thursday, May 18, 2023, at 10:00 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 22, 2023, the record date. To participate in the Annual Meeting online, please visit www.virtualshareholdermeeting.com/CDW2023 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. 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.virtualshareholdermeeting.com/CDW2023, 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 p. 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.

2023 Proxy Statement

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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 p. 73 of this 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 2022 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.

Business Overview

We are a market leading multi-brand provider of information technology (“IT”) solutions to over 250,000 small, medium and large 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 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 on-premise and cloud capabilities across hybrid infrastructure, digital experience, and security.

We are vendor, technology, and consumption model “agnostic,” offering more than 100,000 products, services, and solutions from over 1,000 leading and emerging brands. Our solutions are delivered in physical, virtual, and cloud-based environments through approximately 10,600 customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers. We are a leading sales channel partner for many original equipment manufacturers, software publishers and cloud providers (collectively, our “vendor partners”), whose products we sell or include in the solutions we offer. We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical expertise, and extensive 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 their size, view us as a trusted adviser and extension of their IT resources. Our multi-brand offering approach across our vendor partners enables us to provide the solutions and services that best address each customer’s specific requirements to enable their desired business outcomes.

We have capabilities to provide integrated IT solutions in more than 150 countries for customers with primary locations in the US, UK, and Canada, which are large and growing markets. According to the International Data Corporation, the total US, UK, and Canadian IT market generated approximately $1.4 trillion in sales in 2022. We believe our addressable markets in the US, UK and Canada represent approximately $460 billion in annual sales. These are highly fragmented markets served by thousands of IT resellers and solutions providers. We believe that demand for IT will continue to outpace general economic growth in the markets we serve fueled by new technologies, including hybrid and cloud computing, virtualization and mobility as well as growing end-user demand for security, efficiency and productivity.

As we have evolved with the IT market, we have built an organization with significant scale, reach and deep intimate knowledge of customer and partner needs. When coupled with our market presence, our broad and deep solutions portfolio, and our large and highly-skilled sales and technical organization, we deliver unique value – for both our customers and our vendor partners.

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Our Business Performance

2022 Business Highlights

Our 2022 performance demonstrated the power of our business model when coupled with our broad and deep portfolio of technology solutions, and reinforced the strength of our strategy.

Percentages are year-over-year. See Appendix A for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure.

There were three main drivers of performance in 2022:

•	*First, our balanced portfolio of our diverse customer end-markets*, including three US reportable segments - Corporate, Small Business and Public, which is comprised of government, education and healthcare customer channels – and our Other segment, which is comprised of our UK and Canadian operations. Each of the five US sales channels is a meaningful business on its own, with Net sales in 2022 ranging from $1.9 billion to over $10 billion. Within each channel, teams are further segmented to focus on customer end-markets, including geographies, and verticals. We also have our UK and Canadian operations, which together delivered sales of $2.9 billion USD. All segments and channels grew year-over-year, with the exception of the Education channel, which experienced substantial growth in prior years due to extraordinary circumstances in the client devices space. Corporate, healthcare and government led the way, with support from our recent acquisition of Sirius Computer Solutions, Inc. (“Sirius”), a leading provider of secure, mission-critical technology-based solutions, while our international business also contributed strong double-digit growth.

•	*Second, the breadth and depth of our technology solutions portfolio* of more than 100,000 products from over 1,000 leading and emerging brands. This breadth ensures we are well-positioned to meet our customers’ needs and pivot quickly to trends in customer demand. This was especially important during the fourth quarter when we delivered record profitability, despite unprecedented shifts in customer priorities that impacted client device demand. The past few years have demonstrated that technology is essential to all sectors of the economy and will play an increasingly important role in the future. We have seen customers shift priorities from remote enablement and continuity to strengthening, sustaining, and securing infrastructure, platforms, and end points. We have helped our customers smartly deploy their IT resources, navigate through interconnected and complex solutions, and adopt modern software and infrastructure architectures and practices whether on-premise, hybrid or in the cloud. Our performance reflected the success of past investments, both organic and inorganic, especially in cloud and security, and our ability to help our customers across the full IT solutions stack and lifecycle.

•	*Third, we continued to make excellent progress against our three-part strategy for growth*: (1) to acquire new customers and capture share, (2) to enhance our solutions capabilities, and (3) to expand our services capabilities. The combination of these three interconnected pillars, with our scope and scale, creates powerful differentiation in the market. We benefited from our strong competitive advantages and value proposition in 2022. Customers turned to CDW as a trusted advisor to help with some of their toughest IT challenges. We continued to invest in high-growth solutions and services capabilities, including integration of Sirius. We remain confident that we have the right strategy to best serve our customers, optimize our productivity, and enhance our competitive position.

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We also made progress against our 2022 capital allocation priorities. These priorities are designed to provide stockholders with a balance between receiving short-term capital returns and long-term value creation. Our first priority is to increase dividends annually. In November 2022, we increased our dividend by 18%, the ninth consecutive year of dividend increases. We returned more than $280 million in cash to stockholders in 2022 via dividends, temporarily pausing share repurchases after completing $1.5 billion in share repurchases in 2021. In 2022, to ensure we have the right capital structure in place, we reduced our borrowings by $936 million. We ended the year with a net leverage ratio of 2.6 times, demonstrating strong growth and excellent cash generation and were within our targeted range after satisfying the commitments we made after the financing of the Sirius acquisition.

2022 CAPITAL ALLOCATION PRIORITIES

PRIORITIES	OBJECTIVES	ACTIONS

Increase Dividends Annually	Target ~25% payout of non-GAAP net income; grow in line with earnings	18% increase in November 2022 to $2.36/share annually

Maintain Net Leverage Ratio⁽¹⁾	Use FCF After Dividends to Pay Down Debt Until Net Leverage is within Range of 2.5 to 3.0 Times	Currently at 2.6 times⁽²⁾; down from 3.4x⁽³⁾in 2021

Supplement Organic Growth with M&A	Lower Priority on M&A Until Net Leverage Ratio is More Firmly in the Target Range	Acquired Sirius on December 1, 2021, for $2.5 billion

Return Excess Free Cash Flow after Dividends & M&A Through Share Repurchases	Lower Priority on Share Repurchases Until Net Leverage Ratio is More Firmly in the Target Range	$1.5 billion of Share Repurchases in 2021 more than Offset Multiple Years of Incentive Plan Dilution

(1)	Defined as the ratio of total debt at period-end excluding any unamortized discount and/or premium and deferred financing costs, less cash and cash equivalents, to trailing twelve months Non-GAAP operating income plus depreciation and amortization in selling, general and administrative expenses (excluding amortization expenses for acquisition-related intangible assets).
(2)	As of December 31, 2022.
(3)	The Net Leverage Ratio of 3.4 times was a result of CDW issuing $2.5 billion of senior notes on December 1, 2021, to fund the acquisition of Sirius.

For further details about our performance in 2022, please see the Company’s 2022 Annual Report on Form 10-K.

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Long-Term Performance

Over the past 5 years, our cumulative total shareholder return has outpaced the S&P 500 Index, the S&P 500 Information Technology Index, and our 2022 compensation peer group set forth in the “Compensation Discussion and Analysis — Comparison to Relevant Peer Group” section of this proxy statement, and we have returned $4.1 billion to shareholders through dividends and share repurchases over that time period.

The cumulative total shareholder return chart compares the cumulative total shareholder return, including reinvestment of dividends, on $100 invested in CDW common stock for the period from market close on December 31, 2017 through market close on December 31, 2022, with the cumulative total return for the same time period of the same amount invested in the S&P 500 Index, the S&P 500 Information Technology Index and our 2022 compensation peer group set forth in the “Compensation Discussion and Analysis — Comparison to Relevant Peer Group” section of this proxy statement.

Corporate Governance Highlights

Annual election of all directors

Lead Independent Director

All of our directors, other than the Chair of our Board, are independent and the independent directors regularly meet in executive session

100% independent Audit, Compensation and Nominating and Corporate Governance Committees

All of our Audit Committee members qualify as “audit committee financial experts” under SEC rules

15 year Board term limit to promote Board refreshment

Our Board of Directors has approved a management proposal to allow stockholders the right to call special meetings (Proposal 5 in this proxy statement)

Proxy access right

Majority vote to elect directors with resignation policy

Restrictions on other board service by directors

Annual Board and Audit, Compensation and Nominating and Corporate Governance Committee evaluations

No supermajority vote requirements

No stockholder rights plan or poison pill

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Director Nominee Highlights

Our Board strives to maintain a highly independent, balanced and diverse group of directors that collectively possess the skills and expertise to ensure effective oversight. Over the last five years, the Board has appointed four new directors, all of whom are diverse.

Our Director Nominees

Name & Professional Background		Age	Director Since⁽¹⁾	Independent	Committee Memberships	Other Public Company Boards
	Virginia C. Addicott Retired President & Chief Executive Officer, FedEx Custom Critical	59	2016		▪ Audit ▪ Nominating & Corporate Governance	1
	James A. Bell Retired Executive Vice President, Corporate President & Chief Financial Officer, The Boeing Company	74	2015		▪ Audit (Chair) ▪ Nominating & Corporate Governance	1
	Lynda M. Clarizio Co-Founder and General Partner of The 98 and Former Executive Vice President, Strategic Initiatives, The Nielsen Company (US), LLC	62	2015		▪ Compensation ▪ Nominating & Corporate Governance	3
	Anthony R. Foxx Former United States Secretary of Transportation	51	2021		▪ Compensation ▪ Nominating & Corporate Governance	2
	Marc E. Jones Chairman, President and Chief Executive Officer of Aeris Communications, Inc.	64	2023		▪ Audit ▪ Nominating & Corporate Governance	1
	Christine A. Leahy Chair, President & Chief Executive Officer, CDW Corporation	58	2019	–	–	1
	Sanjay Mehrotra President & Chief Executive Officer, Micron Technology, Inc.	64	2021		▪ Compensation (Chair) ▪ Nominating & Corporate Governance	1
	David W. Nelms (Lead Independent Director) Retired Chairman & Chief Executive Officer, Discover Financial Services, Inc.	62	2014		▪ Audit ▪ Nominating & Corporate Governance (Chair)	—
	Joseph R. Swedish Retired Chairman, President & Chief Executive Officer, Anthem, Inc.	71	2015		▪ Compensation ▪ Nominating & Corporate Governance	2
	Donna F. Zarcone Retired President & Chief Executive Officer, The Economic Club of Chicago	65	2011		▪ Audit ▪ Nominating & Corporate Governance	1

(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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Director Nominee Diversity

Executive Compensation Highlights

CEO Pay for Performance

Our executive compensation program is focused on driving sustained meaningful profitable growth and stockholder value creation. 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. As shown in the chart, in 2022, approximately 90% of the target compensation of our Chair, President and Chief Executive Officer was variable and is realized only if the applicable financial performance goals are met and/or our stock price increases.

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Our Executive Compensation Practices

Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

OUR EXECUTIVE COMPENSATION PRACTICES

	Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance			We do not have 280G tax gross-ups
	Long-term objectives aligned with the creation of stockholder value			We do not have an enhanced severance multiple upon a change in control
	Target total compensation at the competitive market median			We do not have excessive severance benefits
	Market comparison of executive compensation against a relevant peer group			We do not pay dividends or dividend equivalents on unearned equity awards under our long-term incentive plan
	Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company			We do not allow repricing of underwater stock options under our long-term incentive plan without stockholder approval
	Double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plan			We do not allow hedging or short sales of our securities, and we restrict pledging of our securities
	Robust stock ownership guidelines
	Clawback policy
	Annual say-on-pay vote
	Limited perquisites
	Annual equity awards are granted following the release of the Company’s annual earnings report

Extensive information regarding our executive compensation program in place for 2022 can be found in the “Compensation Discussion and Analysis” section of this proxy statement.

2022 Say-on-Pay Vote

Stockholders continued to show strong support of our executive compensation program, with approval by approximately 94% of the votes cast for the Company’s say-on-pay vote at our 2022 Annual Meeting of Stockholders and, since our initial public offering in 2013 (“IPO”), our stockholders have overwhelmingly supported our executive compensation program, with an average approval of approximately 97% of the votes cast for the Company’s say-on-pay vote at the annual meetings of stockholders since our IPO.

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Corporate Governance

Our success is built on the trust we have earned from our customers, coworkers, business partners, investors and communities, and that trust sustains our success. Part of this trust stems from our commitment to good corporate governance. Our Company is governed by our Board of Directors (“Board of Directors” or “Board”). The Board is responsible for providing oversight of the strategic and operational direction of the Company and supporting the Company’s long-term interests.

To provide a framework for effective governance, our Board has adopted Corporate Governance Guidelines, which outline the operating principles of our Board and the composition and working processes of our Board and its committees. The Nominating and Corporate Governance Committee periodically reviews our Corporate Governance Guidelines and developments in corporate governance and recommends proposed changes to the Board for approval.

Our Corporate Governance Guidelines, along with other corporate governance documents such as committee charters and The CDW Way Code (our code of business conduct and ethics), are available on the Governance section of our Investor Relations website at investor.cdw.com. These documents and any other information available on our website are not part of, or incorporated by reference into, this proxy statement.

SEC Form DEF 14A filed by CDW Corporation