01—Abstract
Summary
Summary of the 8-K filed September 30, 2024. Cited figures are marked; the original filing is the authoritative source.
TD SYNNEX Corporation (SNX) filed this Current Report on Form 8-K to disclose the adoption of Amended and Restated Bylaws, approved by its Board of Directors on September 24, 2024 and effective that same date.
The amendments remove legacy language tied to the company's merger with Tiger Parent (AP) Corporation, many provisions of which ceased to have effect after April 9, 2024, including references to the Investor Rights Agreement dated September 1, 2021 with Tiger Parent Holdings, L.P. The bylaw changes also tighten and modernize governance mechanics. They clarify advance notice requirements for stockholder nominations at special meetings, update stockholder list provisions to align with recent Delaware General Corporation Law amendments, and expand the exclusive-forum provisions.
Under the new terms, the Court of Chancery of the State of Delaware serves as the exclusive forum for actions involving the certificate of incorporation or bylaws, and the federal district courts serve as the exclusive forum for Securities Act of 1933 claims, unless the company consents otherwise. The Board also lowered its vote threshold to adopt, amend or repeal bylaws to a majority of directors then in office, from two-thirds of authorized directors.
Stockholders would need only a majority of voting power to amend bylaws, rather than two-thirds. The Board intends to seek stockholder approval of certificate of incorporation amendments at its next annual meeting to conform the current supermajority standards to these majority standards.
02—Key points
Key Highlights
- Board approved and adopted Amended and Restated Bylaws on September 24, 2024, effective the same date.
- Legacy merger-related provisions tied to the Tiger Parent (AP) Corporation merger, including references to the September 1, 2021 Investor Rights Agreement, were removed after ceasing to have effect following April 9, 2024.
- Special meeting nomination notice must be received not more than 120 days and not later than the 90th day before the meeting (or within 10 days after the meeting date is first publicly announced, if later).
- Board may now adopt, amend or repeal bylaws by a majority of directors then in office, replacing the prior two-thirds of authorized directors requirement.
- Stockholders may adopt, amend or repeal bylaws by a majority of voting power, replacing the prior two-thirds requirement, subject to any additional legal or charter requirements.
- Delaware Court of Chancery is designated as exclusive forum for disputes over the certificate of incorporation or bylaws, and federal district courts for Securities Act of 1933 claims.
- The Board intends to propose certificate of incorporation amendments at the next annual meeting to conform the supermajority voting standards to the new bylaw majority standards.
03—Questions
Frequently Asked Questions
Why did TD SYNNEX amend its bylaws?
The amendments remove merger-related provisions from the Tiger Parent (AP) Corporation merger that ceased to have effect after April 9, 2024, and update notice, stockholder list, voting and forum provisions, along with ministerial and conforming changes.
Does the change affect stockholder voting power to amend bylaws?
Yes. Stockholders may now amend bylaws by a majority of voting power of shares entitled to vote in director elections, rather than two-thirds, subject to any additional vote required by law or the certificate of incorporation. The Board plans to seek stockholder approval of matching certificate of incorporation changes at its next annual meeting.
What is the new forum for shareholder lawsuits?
The Court of Chancery of the State of Delaware is the exclusive forum for actions interpreting or enforcing the certificate of incorporation or bylaws, and federal district courts are the exclusive forum for complaints under the Securities Act of 1933, unless the company consents in writing to an alternative forum.
How must stockholders nominate directors for a special meeting?
Nomination notice must be received not more than 120 days and not later than the close of business on the 90th day before the special meeting. If later, the notice may be received until the close of business on the 10th day after public announcement of the meeting date.
04—Continue