TD SYNNEX Corporation

03/27/2026 | Press release | Distributed by Public on 03/27/2026 14:58

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Stockholders of TD SYNNEX Corporation (the "Company") held on March 25, 2026, the stockholders approved an amendment (the "Charter Amendment") to the Company's Restated Certificate of Incorporation, as amended, to permit stockholders owning at least 25% of the Company's outstanding common stock (the "Required Percent") to call a special meeting of stockholders, subject to certain notice, information, and other requirements set forth in the Company's bylaws. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on March 25, 2026.
In connection with the stockholder approval of the Charter Amendment and effective upon the filing thereof on March 25, 2026, the Board of Directors (the "Board") adopted Amended and Restated Bylaws (the "Amended and Restated Bylaws") to amend and restate the Company's prior bylaws, solely to revise Article 2 to provide procedures for and limitations on the calling of special meetings of stockholders, as described below:
•that the Required Percent must be a "net long position" that has been continuously held by the requesting stockholders for at least one year as of the date the special meeting request is submitted to the Company and that the requesting stockholders provide the requisite documentary evidence of such position and holding period;
•that a stockholder would be deemed to "own" only those outstanding shares of the Company's common stock as to which the stockholder possesses the sole voting, economic, and disposition rights pertaining to such shares;
•that any disposition of shares that count toward the Required Percent would be treated as a revocation of a stockholder request for a special meeting with respect to those shares;
•that stockholders requesting a special meeting must furnish, among other items, information that is the same in all material respects as would be required when stockholders seek to nominate a candidate for director or propose other business to be brought before a meeting of stockholders under the Bylaws; and
•that a special meeting is not required to be called in response to a request that (i) does not comply with the requirements pertaining to special meeting requests set forth in the Bylaws; (ii) relates to an item of business that is not a proper matter for stockholder action under applicable law; (iii) is received by the Company during the period commencing 90 days prior to the first anniversary of the immediately preceding annual meeting and ending on the date of the next annual meeting; (iv) relates to an item of business that is identical or substantially similar to any item of business that was previously presented or will be presented at a stockholder meeting, subject to certain specifications; or (v) violates the laws and regulations regarding the solicitation of proxies.
The foregoing description of the Charter Amendment and the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached as Exhibit 3(i).1 to this Current Report on Form 8-K, and the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3(ii).1 to this Current Report on Form 8-K, and each of which is incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
As described above, the Company held its Annual Meeting of Stockholders on March 25, 2026 at which the following occurred:
Proposal 1:Election of ten directors to hold office until the 2027 Annual Meeting of Stockholders:
ELECTION OF
DIRECTOR
FOR
WITHHELD
BROKER NON-VOTES
Ann Vezina
70,066,648
236,593
3,755,664
Patrick Zammit
70,063,158
240,083
3,755,664
Kathleen Crusco
69,902,225
401,016
3,755,664
Ting Herh
62,812,363
7,490,878
3,755,664
Richard Hume
70,028,300
274,941
3,755,664
Kenneth Lamneck
69,807,727
495,514
3,755,664
Nayaki Nayyar
70,187,131
116,110
3,755,664
Dennis Polk
69,431,929
871,312
3,755,664
Claude Pumilia
70,233,747
69,494
3,755,664
Merline Saintil
67,042,027
3,261,214
3,755,664
Proposal 2:The advisory vote to approve the compensation of the Company's named executive officers was as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
68,244,812
1,989,264
69,165
3,755,664
Proposal 3:The vote to ratify the selection of KPMG LLP as the Company's independent registered public accountants by the Audit Committee of the Board was as follows:
FOR
AGAINST
ABSTAIN
72,949,899
870,595
238,411
Proposal 4: The vote to adopt the amendment to the Company's Restated Certificate of Incorporation, as amended, to permit stockholders owning at least 25% of our common stock to call a special meeting of stockholders was as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
70,119,390
137,044
46,807
3,755,664
TD SYNNEX Corporation published this content on March 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 27, 2026 at 20:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]