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:
By Mail:
CDW Corporation
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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