01—Abstract
Summary
Summary of the 8-K filed March 21, 2024. Cited figures are marked; the original filing is the authoritative source.
TD SYNNEX Corporation held its Annual Meeting of Stockholders on March 20, 2024, and reported the voting results in this Form 8-K, filed March 21, 2024, under Item 5.07.
Stockholders were asked to elect eleven directors to serve until the 2025 Annual Meeting, approve executive compensation on an advisory basis, approve the 2024 Employee Stock Purchase Plan on an advisory basis, ratify KPMG LLP as independent registered public accountants, and vote on a stockholder proposal regarding a simple majority vote. The filing shows that the board nominees received substantial support, with each director receiving more "FOR" votes than votes withheld. Merline Saintil had the most votes withheld among the nominees, at 9,505,579, and Ting Herh had 5,853,398 votes withheld.
Stockholders approved the advisory executive compensation proposal with 78,280,363 votes for and 3,124,637 against, and the 2024 Employee Stock Purchase Plan with 80,860,974 votes for and 572,913 against. The KPMG LLP ratification received 83,812,812 votes for, 245,859 against, and 371,811 abstentions.
The stockholder proposal on a simple majority vote drew 33,774,495 votes for and 47,650,152 votes against, with 80,926 abstentions and 2,924,909 broker non-votes. The filing's only exhibit is the Cover Page Interactive Data File (Exhibit 104), and it contains no financial statements or operating results.
02—Key points
Key Highlights
- Eleven directors were nominated for election to serve until the 2025 Annual Meeting of Stockholders, and each received more votes for than withheld.
- Merline Saintil received 71,266,093 votes for and 9,505,579 withheld, the largest withheld total among the nominees.
- Advisory approval of executive compensation received 78,280,363 votes for and 3,124,637 against, with 100,577 abstentions.
- The 2024 Employee Stock Purchase Plan received 80,860,974 votes for and 572,913 against in an advisory vote.
- KPMG LLP was ratified as independent registered public accountants with 83,812,812 votes for and 245,859 against.
- The stockholder proposal on a simple majority vote received 33,774,495 votes for and 47,650,152 against.
- The filing contains no financial statements or operating results; its only exhibit is the Inline XBRL cover page (Exhibit 104).
03—Questions
Frequently Asked Questions
When was the annual meeting held and what was voted on?
The Annual Meeting of Stockholders was held on March 20, 2024. Stockholders voted on the election of eleven directors, an advisory vote on executive compensation, an advisory vote on the 2024 Employee Stock Purchase Plan, ratification of KPMG LLP as independent registered public accountants, and a stockholder proposal regarding a simple majority vote.
Who were the director nominees and how did they fare?
The nominees were Ann Vezina, Robert Kalsow-Ramos, Richard Hume, Kathleen Crusco, Ting Herh, Hau Lee, Nayaki Nayyar, Matthew Nord, Dennis Polk, Claude Pumilia, and Merline Saintil. Each was nominated to serve until the 2025 Annual Meeting. Merline Saintil had the most votes withheld, at 9,505,579, and Ting Herh had 5,853,398 withheld. Every nominee received more votes for than withheld.
Did stockholders approve executive compensation and the new employee stock purchase plan?
The filing reports advisory votes on both. Executive compensation received 78,280,363 votes for, 3,124,637 against, and 100,577 abstentions. The 2024 Employee Stock Purchase Plan received 80,860,974 votes for, 572,913 against, and 71,690 abstentions.
What happened with the stockholder proposal on a simple majority vote?
The proposal received 33,774,495 votes for and 47,650,152 votes against, with 80,926 abstentions and 2,924,909 broker non-votes. More votes were cast against the proposal than for it.
04—Continue