Stockholder Communications to the Board of Directors
Stockholders may communicate with the Board of Directors collectively, or with any of its individual members as follows:
Corporate Secretary - Legal Department
200 N. Milwaukee Avenue
Vernon Hills, IL 60061
By Email: Board@cdw.com
The Corporate Secretary will have discretion to determine whether such communications are proper for submission to the intended recipient(s). Communications that (i) raise credible allegations of a breach of fiduciary duty, criminal conduct or other material violation of law by any of the Company’s directors or executive officers, (ii) raise credible allegations of criminal conduct or other material violation of law by the Company itself, (iii) raise credible allegations regarding material deficiencies in the Company’s accounting or financial presentation practices or (iv) make cogent, relevant, non-duplicative suggestions regarding the Company’s business strategy, shall presumptively be deemed to be appropriate for submission to the intended recipient(s). Communications that (i) relate to the pricing of the Company’s products or services, (ii) raise grievances that are personal to the person submitting the communication, (iii) are solicitations, (iv) do not relate, directly or indirectly, to the Company, (v) are duplicative of previously submitted communications or (vi) are frivolous in nature, shall presumptively be deemed to be inappropriate for submission to the intended recipient(s). For communications not fitting into any of the above-described categories, the Corporate Secretary shall exercise her reasonable judgment in determining whether to submit such communications to the intended recipient(s).
The Board has authorized the Corporate Secretary to adopt such other procedures with respect to stockholder communications to the Board, including with respect to the retention of communications and response to the stockholder making the communication, as she may from time-to-time deem appropriate.
These procedures are in addition to, and not in lieu of any procedures the Audit Committee has established for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters.
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