CDW Corp
Shareholder Proposals
Item 5
G
Require the Board to separate the Chair and CEO roles and designate the Chair as an independent director.
Request that the Board adopt a formal policy (and amend governing documents as needed) requiring the roles of Chair and Chief Executive Officer be held by two different people, and that the Chair be an independent director. The proposal allows the Board to appoint an interim non-independent Chair while it seeks an independent Chair and contemplates phased implementation tied to CEO contract renewal or transition. The proponent argues an independent Chair would provide impartial oversight, strengthen accountability, and improve transparency, citing recent stock performance and 2025 operational headwinds as rationale. The request would amend the Corporate Governance Guidelines and related documents to codify the requirement.