Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal

Year.




On May 18, 2023, CDW Corporation (the "Company") held the 2023 Annual Meeting of
Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders of
the Company approved amendments to the Company's Sixth Restated Certificate of
Incorporation (the "Certificate of Incorporation") (i) to allow stockholders the
right to call special meetings (the "Special Meeting Right Amendment") and
(ii) to reflect new Delaware law provisions regarding officer exculpation
(collectively, the "Amendments"), as further described in the Company's
Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on April 7, 2023. The Amendments to the Certificate of
Incorporation became effective upon the filing of the Seventh Amended and
Restated Certificate of Incorporation (the "Amended and Restated Certificate of
Incorporation") with the Secretary of State of the State of Delaware on May 18,
2023. The foregoing summary of the Amendments does not purport to be complete
and is qualified in its entirety by reference to the complete text of the
Amended and Restated Certificate of Incorporation, which is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.

In connection with the stockholders of the Company approving the Special Meeting
Right Amendment, the Company's Board of Directors (the "Board") adopted Amended
and Restated Bylaws (as amended, the "Bylaws") that specify the procedures for
stockholder-requested special meetings, which also became effective on May 18,
2023. The Bylaws require the Company to call a special meeting of its
stockholders at the request of stockholders representing at least 25% of the
voting power of all outstanding shares of the Company's common stock. The
proponent for the special meeting request and such proponent's affiliates must
have continuously held the shares included in meeting the 25% ownership for at
least one year prior to the date of the special meeting request. The right to
call a special meeting is subject to specified information, timing and other
requirements intended to ensure that stockholders receive adequate information
in connection with a special meeting, to improve transparency and to avoid
unnecessary waste of resources that would result from holding multiple
stockholder meetings in a short time period. The foregoing summary of the
amendments effected by the Bylaws does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Bylaws, which
are attached hereto as Exhibit 3.2 hereto and are incorporated herein by
reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting held on May 18, 2023 are set forth below.

1. The stockholders elected ten directors with terms expiring at the

Company's 2024 Annual Meeting of Stockholders, subject to the election


         and qualification of their successors, based on the following voting
         results:



                            Votes            Votes                            Broker
                             For            Against        Abstentions       Non-Votes
Election of Directors
Virginia C. Addicott      118,708,376        165,121           55,122         6,125,587
James A. Bell             118,076,455        794,814           57,350         6,125,587
Lynda M. Clarizio         116,935,043       1,936,901          56,675         6,125,587
Anthony R. Foxx           117,257,908       1,613,747          56,964         6,125,587
Marc E. Jones             118,736,017        135,736           56,866         6,125,587
Christine A. Leahy        112,258,349       6,474,082         196,188         6,125,587
Sanjay Mehrotra           114,828,203       4,044,470          55,946         6,125,587
David W. Nelms            117,921,097        949,607           57,915         6,125,587
Joseph R. Swedish         117,027,504       1,808,936          92,179         6,125,587
Donna F. Zarcone          116,852,335       1,997,912          78,372         6,125,587



    2.   The stockholders approved, on an advisory basis, the compensation of the
         Company's named executive officers, based on the following voting
         results:



                                              Votes            Votes                             Broker
                                               For            Against         Abstentions       Non-Votes
Advisory Vote on Executive Compensation     106,464,071       12,397,021

67,527 6,125,587

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    3.   The stockholders approved, on an advisory basis, one year as the
         frequency of the advisory vote to approve the compensation of the
         Company's named executive officers, based on the following voting
         results:



                                              1 Year         2 Years        3 Years        Abstentions
Advisory Vote on Frequency of Future
Advisory Votes on Executive Compensation     117,161,889       90,843       1,627,234            48,653



    4.   The stockholders ratified the selection of Ernst & Young LLP as the
         Company's independent registered public accounting firm for the year
         ending December 31, 2023, based on the following voting results:



                                                    Votes             Votes
                                                     For             Against         Abstentions
Ratification of Independent Registered
Public Accounting Firm                            123,221,918        1,777,337             54,951

5. The stockholders approved the amendment to the Company's Certificate of

Incorporation to allow stockholders the right to call special meetings,


         based on the following voting results:



                                              Votes           Votes                           Broker
                                               For           Against       Abstentions       Non-Votes
Approval of the Amendment to the
Company's Certificate of Incorporation
to Allow Stockholders the Right to Call
Special Meetings                            118,549,481       329,306            49,832       6,125,587

6. The stockholders approved the amendment to the Company's Certificate of


         Incorporation to reflect new Delaware law provisions regarding officer
         exculpation, based on the following voting results:



                                           Votes            Votes                             Broker
                                            For            Against         Abstentions       Non-Votes
Approval of the Amendment to the
Company's Certificate of
Incorporation to Reflect New Delaware
Law Provisions Regarding Officer
Exculpation                               99,201,640       19,209,648

517,331 6,125,587




In accordance with the recommendation of the Board and based on the results of
the stockholder advisory vote on the frequency of the advisory vote to approve
the compensation of the Company's named executive officers as reported above,
the Board has determined that the Company will hold a stockholder advisory vote
to approve the compensation of the Company's named executive officers on an
annual basis until the next stockholder advisory vote on the frequency of the
advisory vote to approve the compensation of the Company's named executive
officers.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.       Description

3.1                 Seventh Amended and Restated Certificate of Incorporation of
                  CDW Corporation

3.2                 Amended and Restated Bylaws of CDW Corporation

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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