CDW Corporation

CDW Corporation 2021 Long-Term Incentive Plan At the 2021 Annual Meeting of Stockholders of CDW Corporation (the “ Company ”) held on May 20, 2021 (the “ Annual Meeting ”), the Company’s stockholders approved the CDW Corporation 2021 Long-Term Incentive Plan (the “ LTIP ”), which previously had been approved by the Company’s Board of Directors (the “ Board ”) subject to stockholder approval. The LTIP replaces the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan (the “ Prior Plan ”) and is largely based on the Prior Plan, but with updates to the available shares and other administrative changes. The following paragraphs provide a summary of certain terms of the LTIP.

CDW Corporation (the “Company”) announced that Collin B. Kebo, Senior Vice President and Chief Financial Offer, notified the Company on May 3, 2021 of his plans to retire to devote more time to his family and other interests. Mr. Kebo will remain in his current role until a successor is named to facilitate a smooth transition. A copy of the related press release issued by the Company on May 5, 2021 is furnished hereto as Exhibit 99.1.

On March 24, 2021, the board of directors (the “Board”) of CDW Corporation (the “Company”) increased the size of the Board from 12 directors to 13 directors and elected Sanjay Mehrotra to fill the newly-created directorship. Mr. Mehrotra will serve on the Board’s Nominating and Corporate Governance and Compensation Committees. The Board has determined that Mr. Mehrotra is independent for purposes of the listing standards of the Nasdaq Global Select Market. Mr. Mehrotra will receive the director fees and stock-based compensation for directors previously disclosed in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders. In connection with his appointment, Mr. Mehrotra and the Company will enter into the Company’s standard indemnification agreement, the form of which was filed with the Securities and Exchange Commission as Exhibit 10.32 with the Company’s Amendment No.

On December 17, 2020, the board of directors (the “Board”) of CDW Corporation (the “Company”) increased the size of the Board from 11 directors to 12 directors and elected Anthony R. Foxx to fill the newly-created directorship, both effective January 1, 2021. Mr. Foxx will serve on the Board’s Nominating and Corporate Governance and Audit Committees. The Board has determined that Mr. Foxx is independent for purposes of the listing standards of the Nasdaq Global Select Market. Mr. Foxx will receive the director fees and stock-based compensation for directors previously disclosed in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders. In connection with his appointment, Mr.

CDW Corporation (“CDW” or the “Company”) today announced that Ilaria Mocciaro will be joining the Company as its Vice President, Controller and Chief Accounting Officer on September 8, 2020. Ms. Mocciaro, age 49, will join CDW from Anixter International where she served as Senior Vice President – Global Controller and Chief Accounting Officer from November 2016 through August 2020. Prior to Anixter International, Ms. Mocciaro served as Chief Accounting Officer for the Agricultural Equipment and Construction Equipment segments of CNH Industrial from 2013 – 2016 and as its Director, Technical Accounting and Reporting from 2011 – 2013. She also served as Director, Internal Audit at McMaster-Carr Supply Company from 2010 – 2011 and in various positions up to senior manager at Ernst & Young LLP from 1998 – 2010. Ms.

On February 28, 2020, CDW Corporation (the “Company”) announced that Benjamin D. Chereskin notified the Company’s Board of Directors (the “Board”) of his decision to retire as a member of the Board, effective immediately prior to the Company’s 2020 annual meeting of stockholders. On April 1, 2020, the Board and Mr. Chereskin agreed that Mr. Chereskin would rescind his resignation notice and remain a member of the Board. Mr. Chereskin’s current term as a director continues until the 2021 annual meeting of stockholders. The Board believes Mr. Chereskin’s deep experience with the Company and wide-ranging experiences as a director of a variety of companies are particularly valuable given the economic environment resulting from the impact of the COVID-19 virus.

CDW Corporation (the “Company”) today announced that Benjamin D. Chereskin notified the Company’s Board of Directors (the “Board”) of his decision to retire as a member of the Board, effective immediately prior to the Company’s 2020 annual meeting of stockholders, consistent with the Company’s policy on Board term limits. Effective upon Mr. Chereskin’s retirement, the size of the Board will decrease from eleven to ten members.

CDW Corporation (the “Company”) today announced that Thomas E. Richards notified the Company’s Board of Directors (the “Board”) of his intention to retire as Executive Chairman and a member of the Board, effective December 31, 2019, consistent with the Company’s previously disclosed succession planning process. Effective upon Mr. Richards’ resignation, the size of the Board will decrease from twelve to eleven members. The Company also announced that David W. Nelms, the Company’s current independent Lead Director, has been appointed Non-Executive Chairman of the Board, effective January 1, 2020. A copy of the related press release issued by the Company on December 23, 2019 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 8, 2019, CDW Corporation (the “Company”) entered into amended and restated Compensation Protection Agreements with each of Christine A. Leahy (as previously modified to reflect the specific terms set forth in Ms. Leahy’s Amended and Restated Compensation Protection Agreement dated January 1, 2019), Jill M. Billhorn, Mark C. Chong, Elizabeth H. Connelly, Christina M. Corley, Douglas E. Eckrote, Collin B. Kebo, Robert F. Kirby, Frederick J. Kulevich, Christina V. Rother, Jonathan J. Stevens and Matthew A. Troka (each, an “Executive Officer”), effective as of January 1, 2020. Under each Compensation Protection Agreement, the Executive Officer is entitled to severance benefits upon a qualifying termination of employment with the Company and its subsidiaries.

In connection with the previously announced retirement of Thomas E. Richards from his position as President and Chief Executive Officer of CDW Corporation (the “Company”), the transition of Mr. Richards to the role of Executive Chairman and the succession by Christine A. Leahy as President and Chief Executive Officer, in each case effective as of January 1, 2019 (the “Effective Date”), the Company has entered into amended and restated Compensation Protection Agreements with each of Mr. Richards and Ms. Leahy, which generally provide for certain severance benefits upon a “qualifying termination” of employment. The principal purpose of the amended and restated Compensation Protection Agreements is to modify the agreement for each of Mr. Richards and Ms. Leahy to reflect their change in position. The following is a description of the material amendments made to Mr. Richards’ and Ms.

CDW Corporation (the “Company”) today announced that Thomas E. Richards notified the Company’s Board of Directors (the “Board”) of his intention to retire as President and Chief Executive Officer effective December 31, 2018. Mr. Richards will continue his service on the Board and employment with the Company as Executive Chairman. Christine A. Leahy will succeed Mr. Richards as President and Chief Executive Officer of the Company effective January 1, 2019, consistent with the Company’s succession planning process. Ms. Leahy also has been appointed to the Board effective January 1, 2019. Ms. Leahy, 54, currently serves as the Company’s Chief Revenue Officer, responsible for all customer-facing units of the Company, including its corporate, public, small business, international, and strategic solutions and services organizations. Ms.

On October 10, 2017, CDW Corporation (the “Company”) announced that Ann E. Ziegler will retire as Senior Vice President and Chief Financial Officer of the Company effective December 31, 2017. Ms. Ziegler will be available on a consulting basis for 60 days post-retirement to assist with transition. Also on October 10, 2017, the Company announced that Collin B. Kebo will succeed Ms. Ziegler as Senior Vice President and Chief Financial Officer effective January 1, 2018. Mr. Kebo, age 51, joined the Company in 2008 as Vice President, Financial Planning & Analysis and assumed the additional title of Chief Financial Officer – International in 2016. In connection with his appointment as Senior Vice President and Chief Financial Officer, Mr.

Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers On June 27, 2016, Glenn M. Creamer, Michael J. Dominguez and Robin P. Selati resigned their positions as members of the board of directors (the “Board”) of CDW Corporation (the “Company”) and as members of all Board committees on which they served. The resignations of Messrs. Creamer and Dominguez, who serve as Senior Managing Director and Managing Director, respectively, of Providence Equity Partners L.L.C. (“Providence Equity”), and Mr. Selati, who serves as Managing Director of Madison Dearborn Partners, LLC (“Madison Dearborn”), were not due to any disagreement with the Company.

At the Annual Meeting of Stockholders held on May 19, 2016 (the “2016 Annual Meeting”), the stockholders of CDW Corporation (the “Company”) approved an amendment and restatement of the Company’s 2013 Long-Term Incentive Plan (the “2013 LTIP”), which had been previously approved by the Board of Directors of the Company (the “Board”), that increased the total number of shares available for issuance under the 2013 LTIP by 3,800,000 and made certain other administrative changes (the 2013 LTIP, as amended and restated, the “Amended 2013 LTIP”). The following paragraphs provide a summary of certain terms of the Amended 2013 LTIP. The summary is qualified in its entirety by the full text of the Amended 2013 LTIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers On March 10, 2016, CDW Corporation (the “Company”) amended and restated the Compensation Protection Agreements previously entered into among the Company, CDW LLC and each of Thomas E. Richards, Dennis G. Berger, Neal J. Campbell, Christina M. Corley, Douglas E. Eckrote, Christine A. Leahy, Christina V. Rother, Jonathan J. Stevens, Matthew A. Troka and Ann E. Ziegler ( each, an “Executive Officer”), effective as of January 1, 2017. Under each Compensation Protection Agreement, the Executive Officer is entitled to severance benefits upon a qualifying termination of employment with the Company and its subsidiaries.

On March 2, 2016, the board of directors of CDW Corporation (the “Company”) expanded the size of the Company’s board of directors from thirteen to fourteen members and appointed Virginia C. Albanese as a Class II director. As a Class II director, Ms. Albanese will stand for re-election when her initial term expires at the Company’s annual meeting of stockholders in 2018. The Company’s board of directors appointed Ms. Albanese to serve on the audit committee and the nominating and corporate governance committee. Consistent with the Company’s non-employee director compensation policy, Ms. Albanese will receive an annual cash retainer of $87,500 paid quarterly in arrears and an annual equity grant of restricted stock units in an amount equal to $137,500 subject to a one-year time-based vesting schedule. Ms. Albanese’s annual cash retainer will be prorated in 2016 based upon board service.