🧾 What This Document Is

This is CDW's Definitive Proxy Statement (DEF 14A). It’s a formal document sent to shareholders ahead of the company’s annual meeting. Its purpose is to give shareholders the information they need to vote on important company matters, like electing directors and approving executive pay. Think of it as the agenda and briefing packet for the company’s yearly shareholder meeting.

🏢 What The Company Does

👉 In simple terms, CDW is a major technology solutions provider. They don’t make computers or software; they help businesses, governments, and schools choose, buy, implement, and manage technology from thousands of brands. They’re like a one-stop shop and expert advisor for all things IT, especially as companies navigate complex shifts like artificial intelligence (AI).

📅 The Annual Meeting Details

• When: Thursday, May 21, 2026, at 7:30 a.m. CDT.
• Where: Virtual meeting only at www.virtualshareholdermeeting.com/CDW2026.
• Record Date: Shareholders on the books by March 25, 2026, can vote.
• How to Vote: You can vote online, by phone, or by mail before the meeting. If you attend the virtual meeting, you can also vote live during the event.

⚖️ What Shareholders Are Voting On

The meeting has six main items on the ballot:

1. Elect Nine Directors: Vote on the proposed board members for the next year. Two current directors are not standing for reelection.
2. Approve Executive Compensation (Advisory Vote): A "say-on-pay" vote to approve the compensation of top executives.
3. Ratify the Auditor: Approve the selection of Ernst & Young LLP (EY) as the company's independent accounting firm for 2026.
4. Amend the Company Charter: A key proposal to change the company's rules to allow shareholders to take action by written consent instead of only through a formal meeting. This is a direct response to a shareholder proposal that received majority support last year.
5. Consider a Shareholder Proposal: Regarding requirements for an independent board chair (this item may be presented at the meeting).
6. Any Other Business: Standard catch-all for other matters that may come up.

👥 Board & Governance Highlights

• Leadership Structure: CEO Christine A. Leahy also serves as Chair of the Board. James A. Bell is the strong, independent Lead Independent Director, ensuring oversight.
• Board Independence: The board states that all directors except the CEO are independent. They even address a former EY executive on the board, concluding her past role doesn't impact her independence now.
• Board Committees: All committees (Audit, Compensation, Nominating & Governance) are composed entirely of independent directors.
• Shareholder Communication: Shareholders can contact the board directly via email at [email protected].

💰 Executive Compensation (The "Pay vs. Performance" Story)

This section is complex but crucial. It shows how top executives are paid and links it to company performance.

• CEO Pay: For 2025, Christine Leahy’s total compensation reported in the summary table was $15,009,507.
• The "Compensation Actually Paid" (CAP): SEC rules require a different calculation. By this measure, which adjusts for stock price changes, her compensation was $9,649,263. This big drop shows how much her real realized pay depends on stock performance.
• The Key Metric: The company says Adjusted EPS (Earnings Per Share) is the most important financial measure linking pay to performance. This metric influences half of their performance-based stock awards.
• The Ratio: The company estimates the ratio of the CEO’s total compensation to that of the median employee is 128 to 1.

👉 Why it matters: The detailed tables show that a huge portion of executive pay is in stock awards that vest over time. This is designed to align executives' long-term interests with those of shareholders. The "Compensation Actually Paid" figure can swing wildly year-to-year based on the stock price.

🔮 What's Next & The Big Proposal

The standout item is Proposal 4: Approve an Amendment to Permit Stockholder Action by Written Consent.

• What it means: Currently, shareholders can only vote at annual meetings or special meetings. This change would allow a group of shareholders owning at least 25% of the company to take a formal vote without calling a meeting, by circulating a written consent document.
• Why it’s happening: This is a direct result of a shareholder proposal that passed at the 2025 meeting. CDW’s board, after talking to shareholders, is proposing this change themselves with built-in safeguards.
• The Safeguards: To prevent abuse, the process requires a 25% ownership threshold, full transparency with all shareholders, and an orderly process managed by the board.

👉 What this signals: This is a significant move to enhance shareholder rights and demonstrates the board is responsive to owner feedback. It’s a modern governance trend aimed at making shareholder voice more efficient.

🧠 The Analogy

Think of CDW as a master symphony conductor for technology. They don’t play the instruments (make the hardware/software), but they know every piece (all the tech products), understand the score (a business's IT needs), and bring it all together to create a seamless performance. This proxy statement is like the conductor’s contract and the orchestra’s rulebook, being reviewed by the concert hall’s owners (the shareholders) to ensure the performance stays top-notch and everyone is aligned.

🧩 Final Takeaway

CDW's 2026 proxy statement reveals a company confidently navigating the AI wave, with a CEO who is also board chair. The main event for shareholders is voting on a major governance upgrade that would give them a more direct, though carefully controlled, way to make their voices heard. Executive pay remains heavily tied to long-term stock performance, emphasizing alignment with shareholder results.