CDW : 2023 Proxy

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WE MAKE TECHNOLOGY WORK SO PEOPLE CAN

DO GREAT THINGS

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

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• 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

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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.

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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/CDW2023and 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

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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

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

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

Additional Company Information	76
Stockholder Proposals for the 2024	77
Annual Meeting
APPENDIX A-Non-GAAP Financial Measure	78
Reconciliations
APPENDIX B-Forward-Looking Statements	80
APPENDIX C-Proposed Amendments to the	81
Certificate of Incorporation
APPENDIX D-Special Meeting Bylaw	86
Amendments

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