CDW Corp PRE 14A, filed Mar 27, 2026

CDW Corp (CDW)

PRE 14A 2026-03-27 For: 2026-05-21

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Added on October 18, 2026

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WE ARE PLEASED TO INVITE YOU TO THE CDW CORPORATION ANNUAL MEETING OF STOCKHOLDERS.

Items of business:

1.	To elect the nine director nominees named in this proxy statement for a term expiring at the 2027 Annual Meeting of Stockholders;
2.	To approve, on an advisory basis, named executive officer compensation;
3.	To ratify the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
4.	To approve the amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to permit stockholder action by written consent;
5.	To consider and act upon the stockholder proposal, if properly presented at the Annual Meeting, regarding independent board chair requirements; and

6.	To consider any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.

Notice of Annual Meeting of Stockholders	2
Voting Information	5
Proxy Summary	6
Business Highlights	8
Director Nominee Highlights	9
Corporate Governance Highlights	10
Executive Compensation Highlights	11
Corporate Governance	12
Corporate Governance Highlights	12
Independence of Our Board of Directors	13
Board of Directors Leadership Structure	13
Lead Independent Director	14
Chair of the Board	15
Board and Committee Meetings	16
Board Committees	16
Oversight of Strategy	18
Oversight of Risk	18
Oversight of Business Resilience Programs and Policies	18
Oversight of Human Capital Management	18
Code of Business Conduct and Ethics	19
Insider Trading Policies	19
Executive Compensation Policies and Practices	19
Communications with the Board of Directors	19
Compensation Committee Interlocks and Insider Participation	19
Related Person Transactions	20
PROPOSAL 1—Election of Directors	21
Director Nomination Process	21
Director Qualifications	21
2026 Nominees for Election to the Board of Directors	23
Director Compensation	28
Elements of Director Compensation	28
Stock Ownership Guidelines	28
2025 Director Compensation Table	29
Ownership of Our Common Stock	30
PROPOSAL 2—Advisory Vote to Approve Named Executive Officer Compensation	32
Compensation Discussion and Analysis	33
Our Named Executive Officers	33
Overview	34
What We Pay and Why	37
How We Make Executive Compensation Decisions	45
Compensation Committee Report	47

2025 Executive Compensation	48
2025 Summary Compensation Table	48
2025 Grants of Plan-Based Awards Table	49
2025 Outstanding Equity Awards at Fiscal Year-End Table	50
2025 Option Exercises and Stock Vested Table	52
2025 Nonqualified Deferred Compensation Table	52
2025 Potential Payments Upon Termination or Change in Control	53
Pay Ratio	57
Pay Versus Performance	57
Policies and Practices Related to the Timing of Grants of Certain Equity Awards	63
Equity Compensation Plan Information	63
PROPOSAL 3—Ratification of Selection of Independent Registered Public Accounting Firm	64
Engagement of Independent Registered Public Accounting Firm	64
Fees Paid to EY	65
Audit Committee Approval Policies and Procedures	65
Audit Committee Report	66
PROPOSAL 4—Approval of Amendment to the Company’s Certificate of Incorporation to Permit Stockholder Action by Written Consent	67
The Proposed Written Consent Amendment	67
Key Provisions of the Proposed Written Consent Amendment	68
Purpose and Effect of the Proposed Written Consent Amendment	69
Related Bylaw Amendment	69
Additional Information	69
PROPOSAL 5—Stockholder Proposal Regarding Independent Board Chair Requirements	70
Stockholder Proposal	70
Board of Directors’ Statement in Opposition to the Proposal	71
Frequently Asked Questions Concerning the Annual Meeting	73
Additional Company Information	76
Stockholder Proposals for the 2027 Annual Meeting	77
Appendix A—Non-GAAP Financial Measure Reconciliations	78
Appendix B—Forward-Looking Statements	80
Appendix C—Eighth Amended and Restated Certificate of Incorporation of CDW Corporation	81

Proposal	Topic	More Information	Board Recommendation
Proposal 1	Election of Directors	Page 21	FOR each Director Nominee
Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation	Page 32	FOR
Proposal 3	Ratification of Selection of Independent Registered Public Accounting Firm	Page 64	FOR
Proposal 4	Approval of the Amendment to the Company’s Certificate of Incorporation to Permit Stockholder Action by Written Consent	Page 67	FOR
Proposal 5	Stockholder Proposal Regarding Independent Board Chair Requirements	Page 70	AGAINST

	GAAP	Non-GAAP
Net Sales $22.4 billion +6.8% Gross Profit $4.9 billion	Operating Income $1.7 billion +0.3% Net income per diluted share $8.08	Operating Income $2.0 billion +2.6% Net income per diluted share $10.02
+5.9%	+1.3%	+5.2%
Percentage are year-over-year. See Appendix A for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure.

Name & Professional Background		Age	Director Since	Independent	Committee Memberships	Other Public Company Boards
	Virginia C. Addicott Former President & Chief Executive Officer, FedEx Custom Critical	62	2016		■ Audit ■ Nominating & Corporate Governance	1
	James A. Bell (Lead Independent Director) Former Executive Vice President, Corporate President & Chief Financial Officer, The Boeing Company	77	2015		■ Compensation ■ Nominating & Corporate Governance (Chair)	—
	Lynda M. Clarizio Co-Founder and General Partner, The 98; Former Executive Vice President, Strategic Initiatives, The Nielsen Company (US), LLC	65	2015		■ Compensation ■ Nominating & Corporate Governance	1
	Anthony R. Foxx Emma Bloomberg Professor of the Practice of Public Policy and Faculty Director of the Center for Public Leadership, Harvard Kennedy School of Government; Former US Secretary of Transportation	54	2021		■ Compensation ■ Nominating & Corporate Governance	2
	Kelly J. Grier Former US Chair and Managing Partner (CEO), Ernst & Young LLP	56	2023		■ Audit (Chair) ■ Nominating & Corporate Governance	3
	Marc E. Jones Chairman and Executive Officer Emeritus, Aeris Communications, Inc.	67	2023		■ Compensation ■ Nominating & Corporate Governance	1
	Christine A. Leahy Chair, President & Chief Executive Officer, CDW Corporation	61	2019	—	—	1
	David W. Nelms Former Chairman & Chief Executive Officer, Discover Financial Services, Inc.	65	2014		■ Audit ■ Nominating & Corporate Governance	—
	Joseph R. Swedish Former Chairman, President & Chief Executive Officer, Anthem, Inc.	74	2015		■ Compensation ■ Nominating & Corporate Governance	—


		Age 65 years old is the average age Tenure 8 years is the average tenure Independence 89 % of the Board is Independent Skills and Qualifications

2025 SAY-ON-PAY VOTE		AVERAGE SAY-ON-PAY VOTE SINCE IPO

RESPONSIBILITY		DESCRIPTION
Board Meetings		Preside at all meetings of the Board at which the Chair is not present, including all executive sessions of the independent directors
Executive Sessions		Has the authority to call meetings of the independent directors
Facilitate Discussion		Facilitate discussion and open dialogue among the independent directors during Board meetings, executive sessions, and outside of board meetings
Liaison for Independent Directors		Serve as a liaison between the independent directors and the Chair, and where appropriate, between the independent directors and management
Agendas		Review, advise on, and ultimately approve the scheduling of Board meetings, and the agenda items and materials for each Board meeting as proposed by the Chair
Information		Work with the Chair to facilitate timely and appropriate information flow to the Board
Communicating with Stockholders		Serve as a contact for and may represent the Board in communications with stockholders and other stakeholders who wish to communicate with independent directors


		All Members Independent Kelly J. Grier (Chair) Virginia C. Addicott David W. Nelms Donna F. Zarcone	Audit Committee Primary Responsibilities: Our Audit Committee is responsible for, among other things: ● appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; ● discussing with our independent registered public accounting firm its independence from the Company; ● reviewing with our independent registered public accounting firm the results and scope of its audit; ● preapproving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; ● overseeing the accounting and financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; ● reviewing and monitoring our accounting principles, accounting policies, and financial and accounting controls; ● establishing procedures for the confidential and anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters; ● reviewing and approving or ratifying related-party transactions; ● overseeing our internal audit function; and ● reviewing the Company’s compliance and ethics and risk management programs, including with respect to cybersecurity.
			Meetings Held in 2025: 10 Independence: Each member of the Audit Committee meets the audit committee independence requirements of Nasdaq and the rules under the Securities Exchange Act of 1934 (the “Exchange Act”). The Board has designated each member of the Audit Committee as an “audit committee financial expert”. Each member of the Audit Committee is financially literate, knowledgeable, and qualified to review financial statements. James A. Bell and Marc E. Jones served on the Audit Committee during fiscal year 2025 until May 2025. David W. Nelms joined the Audit Committee in May 2025.


		All Members Independent Sanjay Mehrotra (Chair) James A. Bell Lynda M. Clarizio Anthony R. Foxx Marc E. Jones Joseph R. Swedish	Compensation Committee Primary Responsibilities: Our Compensation Committee is responsible for, among other things: ● reviewing and approving the compensation of our Chief Executive Officer and other executive officers; ● reviewing and recommending to the Board employment agreements and other similar arrangements between CDW and our executive officers; ● administering our incentive compensation and equity-based plans; ● periodically reviewing and approving, or recommending to the Board, any changes to our incentive compensation and equity-based plans; ● approving and administering the Company’s clawback and recoupment policies; and ● reviewing trends in executive compensation.
			Meetings Held in 2025: 5 Independence: Each member of the Compensation Committee meets the compensation committee independence requirements of Nasdaq and the rules under the Exchange Act.


		All Members Independent James A. Bell (Chair) Virginia C. Addicott Lynda M. Clarizio Anthony R. Foxx Kelly J. Grier Marc E. Jones Sanjay Mehrotra David W. Nelms Joseph R. Swedish Donna F. Zarcone	Nominating and Corporate Governance Committee Primary Responsibilities: Our Nominating and Corporate Governance Committee is responsible for, among other things: ● identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board; ● evaluating potential nominees for our Board recommended by our stockholders and maintaining procedures for the submission of stockholder nominees; ● overseeing the organization and evaluation of our Board to discharge the Board’s duties and responsibilities properly and efficiently and monitoring the outside commitments of our directors; ● identifying best practices and recommending corporate governance principles; ● developing and recommending to our Board a set of corporate governance guidelines and principles applicable to us; ● reviewing compliance with The CDW Way Code, our code of business conduct and ethics; ● reviewing and approving the compensation of our directors; ● setting goals and objectives for and reviewing the performance of our Chief Executive Officer; ● reviewing with management our business resilience programs and policies; ● executive officer succession planning; and ● reviewing stockholder proposals.
			Meetings Held in 2025: 4 Independence: Each member of the Nominating and Corporate Governance Committee meets the nominating and corporate governance committee independence requirements of Nasdaq.

●	the size of the transaction and the amount payable to or by the related person;
●	the nature of the interest of the related person in the transaction;
●	whether the transaction may involve a conflict of interest;
●	whether the transaction is at arm’s-length, in the ordinary course, or on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; and
●	the purpose of the transaction and any potential benefits to us.

●	Principal employment, occupation, or association involving an active leadership role;
●	Qualifications, attributes, skills, and experience relevant to the Company’s business;
●	Ability to bring complementary experiences, skills, and viewpoints to the Board;
●	Other time commitments, including the number of other boards on which the potential candidate may serve;
●	Independence and absence of conflicts of interest as determined by the Board’s standards and policies, the listing standards of Nasdaq, and other applicable laws, regulations, and rules;
●	Financial literacy and expertise; and
●	Personal qualities, including strength of character, maturity of thought process and judgment, values, and ability to work collegially.

SKILL		DESCRIPTION
Senior Leadership		Experience as a senior leader in a complex organization
Public Company Board Service		Service on other public company boards
Global		Broad leadership experience with multinational companies or in international markets
Technology Innovation		Managing technology strategies and driving technological change and innovation within an organization
Finance, Accounting, and Risk Management		Experience with finance, accounting, debt or capital markets, M&A, strategic investments, or enterprise risk management including cybersecurity
People and Culture		Experience managing a large and global workforce and building a high performance culture
Government and Regulatory		Government service or extensive interactions with the government and government agencies

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾⁽³⁾	Total ($)
Virginia C. Addicott	112,500	187,433	299,933
James A. Bell⁽⁴⁾	126,443	232,426	358,869
Lynda M. Clarizio	112,500	187,433	299,933
Anthony R. Foxx	112,500	187,433	299,933
Kelly J. Grier	133,076	187,433	320,509
Marc E. Jones	112,500	187,433	299,933
Sanjay Mehrotra	132,500	187,433	319,933
David W. Nelms⁽⁵⁾	117,981	161,407	279,388
Joseph R. Swedish	112,500	159,356	271,856
Donna F. Zarcone	112,500	187,433	299,933

(1)	Each of Mr. Nelms and Mr. Swedish elected to receive their 2025 annual retainer in the form of RSUs in lieu of cash, as described under the heading “Elements of Director Compensation” above. This column reflects the fees earned which were issued in RSUs in lieu of cash, with Mr. Nelms and Mr. Swedish receiving 761 and 717 RSUs, respectively.
(2)	The amounts reported represent the grant date fair value of RSUs granted in 2025, calculated based on the closing stock price on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”).
(3)	The following table summarizes outstanding stock awards held by each above director on December 31, 2025, including RSUs on which settlement has been deferred and RSUs acquired through the deemed reinvestment of dividend equivalents:

	Name		RSUs Outstanding (#)
	Virginia C. Addicott		16,796
	James A. Bell		20,537
	Lynda M. Clarizio		1,102
	Anthony R. Foxx		5,051
	Kelly J. Grier		1,102
	Marc E. Jones		2,858
	Sanjay Mehrotra		2,192
	David W. Nelms		27,546
	Joseph R. Swedish		4,477
	Donna F. Zarcone		14,128

(4)	Mr. Bell was appointed Lead Independent Director in March 2025.
(5)	Mr. Nelms served as our Lead Independent Director until March 2025.

●	each member of our Board of Directors, each director nominee, and each of our named executive officers;
●	all members of our Board and our executive officers as a group; and
●	each person or group who is known by us to own beneficially more than 5% of our common stock.

Name	Aggregate Number of Shares Beneficially Owned	Percent of Outstanding Shares	Additional Information
Christine A. Leahy	617,938	*	Includes 468,542 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2026, and 11,615 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026. Also includes 17,250 shares indirectly held by a family trust.
Albert J. Miralles	83,529	*	Includes 56,461 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2026, and 4,596 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Elizabeth H. Connelly	82,888	*	Includes 65,533 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2026, and 3,273 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Mukesh Kumar	-	*	-
Sona Chawla⁽¹⁾	125,862	*	Includes 104,118 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2026, and 3,663 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Virginia C. Addicott	16,796	*	Includes 16,796 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026
James A. Bell	24,123	*	Includes 20,538 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Lynda M. Clarizio	14,110	*	Includes 1,103 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Anthony R. Foxx	5,051	*	Includes 5,051 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Kelly J. Grier	2,430	*	Includes 1,103 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Marc E. Jones	2,859	*	Includes 2,859 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Sanjay Mehrotra	4,763	*	Includes 2,192 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
David W. Nelms	31,007	*	Includes 31,007 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Joseph R. Swedish	18,086	*	Includes 4,477 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
Donna F. Zarcone	21,270	*	Includes 14,129 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026.
*All directors and executive officers as a group (15 persons)*	1,050,712	*	Includes 122,402 restricted stock units that are currently vested or vesting within 60 days of March 1, 2026. Also includes 694,654 shares subject to options currently exercisable or exercisable within 60 days of March 1, 2026.

*	Denotes less than 1.0%
(1)	Ms. Chawla retired from the Company effective December 31, 2025; beneficial ownership information for Ms. Chawla is based on information available to the Company as of her date of departure from the Company.

Name	Aggregate Number of Shares Beneficially Owned	Percent of Outstanding Shares
The Vanguard Group⁽¹⁾ 100 Vanguard Boulevard Malvern, Pennsylvania 19355	16,835,076	13.08	%
BlackRock, Inc.⁽²⁾ 55 East 52^nd Street New York, New York 10055	10,883,748	8.46	%

■	Pay for Performance. A significant percentage of an executive’s compensation should be directly aligned with Company performance, with a balance between short-term and long-term performance.
■	Align with Stockholder Interests. Executives’ interests should be aligned with stockholder interests through the risks and rewards of CDW equity ownership.
■	Attract and Retain the Right Talent. Executive compensation should be market-competitive in order to attract and retain highly motivated talent with a performance- and service-driven mindset.

●	Introduced a strategic objectives component into the SMIP, weighted 25% and tied to performance under an integrated scorecard centered around our strategic operating plan. This change was made to enhance the focus on our strategic priorities, including the execution of our transformation initiatives and achievements that are directly tied to sustainable growth in stockholder value.
●	Revised the mix of long-term incentives to better balance performance and talent retention by weighting PSUs and RSUs 60% and 40%, respectively. This change was made to align with market trends and enhance the retentive design of the program.
●	Increased the long-term incentive target awards for each of the NEOs serving at the time of the March 2025 grants to retain the talent necessary to lead and execute on our transformation initiatives and further align with stockholders.

NEO	Base Salary		2025 SMIP Target		Target LTI*		Target Total Direct Compensation
Christine A. Leahy	$	1,080,000	$	2,160,000	$	11,760,000	$	15,000,000
Albert J. Miralles	$	705,000	$	880,000	$	4,800,000	$	6,385,000
Elizabeth H. Connelly	$	615,000	$	738,000	$	3,825,000	$	5,178,000
Mukesh Kumar	$	650,000	$	780,000	$	2,270,000	$	3,700,000
Sona Chawla	$	700,000	$	875,000	$	3,500,000	$	5,075,000

2025 CEO TARGET COMPENSATION MIX		2025 OTHER NEO TARGET COMPENSATION MIX*

	What We Do
●	Significant percentage of target direct annual compensation is variable and tied to the achievement of pre-established financial performance goals and stock price performance
●	Long-term objectives aligned with the creation of stockholder value
●	Market comparison of executive compensation against a relevant peer group
●	Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company
●	Double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plan
●	Robust stock ownership guidelines
●	Clawback provisions in the event of certain financial statement restatements or restrictive covenant breaches
●	Annual say-on-pay vote
●	Limited perquisites
●	Annual equity awards are granted following the release of the Company’s annual earnings report

	What We Don’t Do
●	No 280G tax gross-up payments
●	No enhanced severance multiple upon a change in control
●	No excessive severance benefits
●	No dividends or dividend equivalents on unearned equity awards under our long-term incentive plan
●	No repricing of underwater stock options under our long-term incentive plan without stockholder approval
●	No hedging, pledging, or short sales of our securities

●	each NEO’s prior performance, tenure, and leadership, including performance and leadership on transformation initiatives;
●	Company performance;
●	the compensation levels paid to similarly situated executive officers at the Company, including compensation adjustments to reflect promotions or changes in responsibilities;
●	the compensation mix and competitive median of the market generally, with adjustment to more closely align with the market median for similarly positioned executives;
●	input from the Compensation Committee’s independent compensation consultant; and
●	with respect to new hires, the compensation received from their prior employer, including any forfeiture of compensation as a result of joining the Company, and the amount of compensation deemed necessary to induce the NEO to join us.

Named Executive Officer	2025 Base Salary
Christine A. Leahy	$	1,080,000
Albert J. Miralles	$	705,000
Elizabeth H. Connelly	$	615,000
Mukesh Kumar	$	650,000
Sona Chawla	$	700,000

●	The Compensation Committee chose non-GAAP operating income (weighted at 75%) and achievement of specified strategic objectives (weighted at 25%) as the 2025 SMIP performance goals, as compared to non-GAAP operating income (weighted at 100%) and a market share governor under the 2024 SMIP design.
●	The non-GAAP operating income performance goal was set at $1,989.0 million, which was based on the Company’s operating plan and exceeds the Company’s 2024 non-GAAP operating income results. Factors considered by the Compensation Committee in establishing the non-GAAP operating income performance levels included US IT market growth rate expectations, as well as assumptions regarding our productivity gains and investments, with each of the expectations and assumptions based on the operating environment at the time the goals were set. When establishing the non-GAAP operating income performance goal under SMIP, the Compensation Committee determined to exclude the items set forth in the non-GAAP operating income reconciliation included in Appendix A. In addition, the Compensation Committee determined to exclude from the payout calculations the effect of currency fluctuations.
●	As described further below, for the strategic objectives component, the Compensation Committee approved an integrated scorecard, which was based on our confidential strategic operating plan. The scorecard centered around three key themes tied to our strategic operating plan, including Accelerate Strategic Services & Solutions, Amplify our Go-To-Market Capabilities, and Enable our Transformation. Each theme included three specific strategic objectives, within which were supporting key performance indicators (“KPIs”). Payout on the integrated scorecard considered achievement on the nine strategic objectives and the specific KPIs underneath each objective. We designed the integrated scorecard to include challenging but achievable goals, with maximum payout requiring stretch performance.
●	Formulaic payout range from 0% to 200% of target awards for performance against the non-GAAP operating income performance goal and the achievement of the strategic objectives. In addition, a performance modifier allows an increase or decrease of up to 15% of the participant’s bonus target based on performance-related factors, subject to the overall maximum payout of 200% of target.