CDW CORP (CDW)
Sector: Information Technology
2026 Annual Meeting Analysis
CDW CORP · Meeting: May 21, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Addicott has served since 2016 and bears full accountability for CDW's severe 3-year stock underperformance — the stock lost nearly 30% while the company's own peer group gained nearly 48% on average, a gap of 77.7 percentage points far exceeding the 20-point trigger; the 5-year record (-22.6% vs peer median +54.4%, gap of -77pp) also exceeds the threshold and provides no mitigating relief.
Mr. Bell has served since 2015 and bears full accountability for CDW's severe 3-year stock underperformance — the stock lost nearly 30% while the company's own peer group gained nearly 48% on average, a gap of 77.7 percentage points far exceeding the 20-point trigger; the 5-year record also exceeds the threshold and provides no mitigating relief.
Ms. Clarizio has served since 2015 and bears full accountability for CDW's severe 3-year stock underperformance — the stock lost nearly 30% while the company's own peer group gained nearly 48% on average, a gap of 77.7 percentage points far exceeding the 20-point trigger; the 5-year record also exceeds the threshold and provides no mitigating relief.
Mr. Foxx joined in 2021 and has served for more than 24 months, giving him meaningful overlap with the full 3-year underperformance period; CDW's stock lost nearly 30% while the company's own peer group gained nearly 48% on average, a gap of 77.7 percentage points far exceeding the 20-point trigger, and the 5-year record also exceeds the applicable threshold providing no mitigating relief.
Ms. Leahy has served as CEO and director since 2019 and bears direct responsibility for CDW's severe 3-year stock underperformance — the stock lost nearly 30% while the company's own peer group gained nearly 48% on average, a gap of 77.7 percentage points far exceeding the 20-point trigger; as the executive most accountable for company performance, her accountability as a director is particularly acute, and the 5-year record (-22.6% vs peer median +54.4%) also exceeds the threshold providing no mitigating relief.
Mr. Nelms has served since 2014 and bears full accountability for CDW's severe 3-year stock underperformance — the stock lost nearly 30% while the company's own peer group gained nearly 48% on average, a gap of 77.7 percentage points far exceeding the 20-point trigger; the 5-year record also exceeds the threshold and provides no mitigating relief.
Mr. Swedish has served since 2015 and bears full accountability for CDW's severe 3-year stock underperformance — the stock lost nearly 30% while the company's own peer group gained nearly 48% on average, a gap of 77.7 percentage points far exceeding the 20-point trigger; the 5-year record also exceeds the threshold and provides no mitigating relief.
For Analysis
Ms. Grier joined the board in 2023 and has served for less than 24 months as of the 2026 annual meeting, qualifying for the new-director exemption from the TSR underperformance trigger under our policy; she is a credentialed CPA and former EY CEO with strong financial expertise appropriate for her role as Audit Committee Chair, and no other disqualifying factors apply.
Mr. Jones joined the board in 2023 and has served for less than 24 months as of the 2026 annual meeting, qualifying for the new-director exemption from the TSR underperformance trigger under our policy; he brings relevant technology and IoT industry expertise, and no other disqualifying factors apply.
The TSR underperformance trigger fires for all directors with more than 24 months of tenure. CDW's stock has declined nearly 30% over three years while its own disclosed peer group gained nearly 48% — a gap of 77.7 percentage points that massively exceeds the 20-point policy threshold applicable when absolute returns are negative. The 5-year record is equally poor (-22.6% for CDW vs +54.4% peer median), so no 5-year mitigant applies. Only Grier and Jones, who joined in 2023 and qualify for the 24-month new-director exemption, receive FOR votes. All other seven directors, including CEO Leahy, receive AGAINST votes on the TSR trigger.
Say on Pay
✓ FORCEO
Christine A. Leahy
Total Comp
$15,009,507
Prior Support
91%%
The prior year Say on Pay vote received 91% support, well above the 70% threshold that would require a response, so no prior-vote concern applies. CDW's CEO pay program is heavily variable — approximately 93% of target compensation is at-risk through performance stock awards (60% of long-term incentives) and restricted stock awards tied to stock price, with clear multi-year financial metrics (adjusted EPS and free cash flow) over a three-year performance period; this structure meets the policy's requirement that at least 50-60% of pay be performance-based. While CDW's stock has significantly underperformed peers, the pay-for-performance alignment check examines whether incentive pay was above benchmark and awarded despite underperformance: the 2023 performance stock awards actually vested at only 70.8% of target reflecting real performance consequences, and the SMIP paid out at just 100.12% of target (essentially at target), demonstrating that the incentive structures are functioning as intended rather than rewarding executives regardless of outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
EY is a Big 4 firm fully appropriate for CDW's size and complexity as a Fortune 500 company with $22.4 billion in net sales; the proxy does not disclose EY's tenure or a fee breakdown table in the provided filing text, so the tenure trigger cannot fire and the non-audit fee ratio cannot be calculated — per policy, absent confirmed data the default is FOR; no material restatements are disclosed.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Approval of Amendment to the Company's Certificate of Incorporation to Permit Stockholder Action by Written Consent
This is a board-proposed charter amendment that expands shareholder rights by allowing stockholders to take action by written consent, which the company currently prohibits; this is a clear pro-shareholder improvement that gives shareholders an additional tool to act between annual meetings. The board represents it is responding to shareholder preferences expressed at the 2025 annual meeting, and adding written consent rights is a mainstream governance enhancement consistent with shareholder-friendly governance practices.
Proposal 5
Stockholder Proposal Regarding Independent Board Chair Requirements
This proposal asks CDW to require an independent board chair, which is a standard governance improvement proposal that removes the conflict of interest inherent in having the CEO also control the board agenda and meetings. CDW currently combines the CEO and Chair roles in Christine Leahy, who also bears direct responsibility for the company's severe multi-year stock underperformance — making the independence concern particularly salient for shareholders right now. While CDW has a Lead Independent Director with meaningful responsibilities, a truly independent chair provides stronger oversight than a Lead Independent Director structure, and the proposal represents a legitimate governance structural improvement that serves shareholder interests.
Overall Assessment
CDW's 2026 annual meeting ballot is dominated by a severe stock performance problem — the company's shares have lost nearly 30% over three years while its own peer companies gained nearly 48% on average, triggering AGAINST votes for seven of nine director nominees including CEO/Chair Christine Leahy. The Say on Pay vote receives a FOR because the incentive structures are genuinely functioning (performance stock awards paid out at only 70.8% of target, annual bonus at essentially target), the compensation mix is appropriately variable, and prior shareholder support was strong at 91%.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing