CDWCDW Corporation
Deals between CDW and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-10 reports that the one filed 2025-04-09 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-09.
Nothing new: every deal in this year's section was reported last year too.
The whole section 6 paragraphs, proxy filed 2026-04-10
Related Person Transactions Approval and Ratification Procedures“The Company has written procedures regarding the approval and ratification of related person transactions. Under these procedures, our Audit Committee is responsible for reviewing and approving or ratifying all related person transactions. If the Audit Committee determines that approval or ratification of a related person transaction should be considered by the Board, such transaction will be submitted for consideration by all disinterested members of the Board. The Chair of the Audit Committee has the authority to approve or ratify any related person transaction in which the aggregate amount involved is expected to be less than $300,000 and in which the Chair of the Audit Committee has no direct or indirect interest.”
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Related Person Transactions Approval and Ratification Procedures“For these purposes, a related person transaction is considered to be any transaction that is required to be disclosed pursuant to Item 404 of the SEC’s Regulation S-K, including transactions between us and our directors, director nominees, executive officers, more than 5% record or beneficial owners of our common stock, or immediate family members of any such persons, when such related person has a direct or indirect material interest in such transaction.”
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Related Person Transactions Approval and Ratification Procedures“Potential related person transactions are identified based on information submitted by our directors and coworkers and then submitted to our Audit Committee for review. The CDW Way Code, our code of business conduct and ethics, requires that our directors and coworkers identify and disclose any material transaction or relationship that could reasonably be expected to create a conflict of interest and interfere with their impartiality or loyalty to the Company. Further, at least annually, each director and executive officer is required to complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, director, or related person has a direct or indirect material interest.”
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Related Person Transactions Approval and Ratification Procedures“When deciding to approve or ratify a related person transaction, our Audit Committee takes into account all relevant considerations, including without limitation the following:”
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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.”
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Related Person Transactions“Patrick Connelly, the son of Elizabeth H. Connelly, our Chief Commercial Officer and Executive Vice President, is a Client Executive (sales coworker) at the Company. In 2025, Mr. Connelly had total compensation, including salary, commissions, bonuses, and sales incentives, of approximately $420,000 and was eligible to participate in Company benefit plans available to similarly situated coworkers. There have been no other transactions since January 1, 2025, for which disclosure under Item 404(a) of Regulation S-K is required.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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