01—Abstract
Summary
Summary of the 8-K filed April 8, 2025. Cited figures are marked; the original filing is the authoritative source.
On April 2, 2025, TD SYNNEX Corporation held its Annual Meeting of Stockholders, where stockholders approved amendments to the Company's Restated Certificate of Incorporation covering the removal of supermajority voting requirements, removal of obsolete provisions, and limitation of liability of certain officers.
The Company filed a Certificate of Amendment with the Delaware Secretary of State on April 7, 2025, and it became effective upon filing. At the meeting, all ten director nominees were elected to serve until the 2026 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 65,319,389 votes for and 10,399,952 against.
KPMG LLP was ratified as independent registered public accountants, with 77,737,327 votes for. Stockholders approved the amendments eliminating supermajority voting, removing obsolete provisions, and limiting officer liability.
Two proposals on special meetings drew divergent results. The Board's proposal to create a stockholder right to call a special meeting received 65,709,376 votes for and 5,894,856 against, while a separate stockholder proposal on the same subject received 25,991,518 votes for and 49,703,189 against, so it did not pass.
02—Key points
Key Highlights
- Charter amendments approved April 2, 2025 covering removal of supermajority voting requirements, removal of obsolete provisions, and limitation of officer liability; Certificate of Amendment filed April 7, 2025 and effective upon filing
- All ten director nominees elected to serve until the 2026 Annual Meeting of Stockholders, with Ting Herh (3,870,011 withheld) and Merline Saintil (3,952,784 withheld) and Nayaki Nayyar (6,292,755 withheld) receiving the largest withheld counts
- Advisory say-on-pay proposal: 65,319,389 votes for, 10,399,952 against, 188,662 abstentions
- KPMG LLP ratified as independent registered public accountants with 77,737,327 votes for, 628,698 against, and 330,193 abstentions
- Board proposal to create a stockholder right to call a special meeting approved with 65,709,376 votes for and 5,894,856 against
- Stockholder proposal on the ability to call a special shareholder meeting did not pass, receiving 25,991,518 votes for and 49,703,189 against
- Exhibit 3(i) contains the full text of the Certificate of Amendment to the Restated Certificate of Incorporation
03—Questions
Frequently Asked Questions
When did the charter amendments take effect?
The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on April 7, 2025, and it became effective upon filing.
Which charter changes did stockholders approve?
Stockholders approved eliminating supermajority voting requirements, removing obsolete provisions, and limiting the liability of certain officers. The Board's special meeting right proposal was also approved, while the competing stockholder proposal on special meetings was not.
Did stockholders approve executive compensation?
Yes. The advisory vote on named executive officer compensation received 65,319,389 votes for, 10,399,952 against, and 188,662 abstentions, with 2,788,215 broker non-votes.
Who was selected as the independent registered public accounting firm?
Stockholders ratified the Audit Committee's selection of KPMG LLP as the Company's independent registered public accountants, with 77,737,327 votes for, 628,698 against, and 330,193 abstentions.
Did the stockholder special meeting proposal pass?
No. The stockholder proposal regarding the ability to call a special shareholder meeting received 25,991,518 votes for and 49,703,189 against, with 213,293 abstentions and 2,788,218 broker non-votes.
04—Continue