CDW Corporation | Separate Chair & CEO at CDW Corporation

Status
Filed
Previous AGM date
Resolution details
Company ticker
CDW
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. It is of interest that the shareholder proposal to give CDW shareholder the right to act by written consent won 51% support at the 2025 CDW annual meeting. An independent Board Chairman could help CDW deal with the decline of the CDW stock price. CDW stock was at $263 in 2024 and at only $140 in late 2025 despite a robust stock market. An independent Board Chairman could also help CDW deal with headwinds like those that emerged in 2025: The federal government shutdown created significant problems, impacting sales and pipeline development in both the federal segment and related areas like healthcare and education, which rely on federal funding. CDW revenue growth is expected be slower than the industry average in 2025. During 2025 CDW management expressed caution due to ongoing macroeconomic uncertainties, including inflation and geopolitical tensions. This has led to more prudent spending by customers and a more muted growth outlook. Some analysts noted that the market has not yet accepted CDW as a significant player or "AI winner," which contributed to its stock underperforming.

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