Procedures to be Followed by Stockholders Wishing to Recommend Director Candidates to the Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee will consider director candidates recommended by the Company's stockholders. Stockholders wishing to recommend a candidate to the Nominating and Corporate Governance Committee should do so by submitting the recommendation in writing as follows:
Corporate Secretary - Legal Department
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061
By Email: Board@cdw.com
To be in proper written form, any recommendation of a director candidate submitted by a stockholder must set forth all of the information required by, and otherwise be in compliance with, Section 11(b)(iii) of Article II of the Company's Amended and Restated Bylaws with respect to director nominations by stockholders. To be timely, any such recommendation must be delivered to the Corporate Secretary within the time periods prescribed in Section 11(b)(ii) or Section 11(c) of Article II of the Company's Amended and Restated Bylaws, as applicable.
The Company may require any proposed director candidate to furnish such other information as may reasonably be required by the Company to determine the eligibility of the candidate to serve either as a director of the Company or as an independent director of the Company under applicable Securities and Exchange Commission and stock exchange rules and the Company's publicly disclosed corporate governance guidelines, or that could be material to a reasonable stockholder's understanding of the qualifications and/or independence, or lack thereof, of the candidate, as determined in the Board of Directors' sole discretion.
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