01—Abstract
Summary
Summary of the 8-K filed March 27, 2026. Cited figures are marked; the original filing is the authoritative source.
TD SYNNEX Corporation (SNX) held its Annual Meeting of Stockholders on March 25, 2026, where stockholders approved an amendment to the Company's Restated Certificate of Incorporation permitting stockholders owning at least 25%a of the outstanding common stock to call a special meeting of stockholders.
The Charter Amendment became effective upon filing with the Delaware Secretary of State on March 25, 2026. In connection with it, the Board adopted Amended and Restated Bylaws, revising Article 2 solely to set procedures and limitations for calling special meetings. Key conditions include that the 25%b position must be a continuously held "net long position" for at least one year, that only shares with sole voting, economic, and disposition rights count as owned, and that requests received during the 90 days before the first anniversary of the prior annual meeting through the next annual meeting may be rejected.
Stockholders also elected all ten director nominees to serve until the 2027 Annual Meeting, approved the advisory vote on named executive officer compensation, and ratified KPMG LLP as independent registered public accountants. For the director elections, Ting Herh received notably more withheld votes (7,490,878) than other nominees, while Merline Saintil received 3,261,214 withheld votes. The say-on-pay proposal received 68,244,812 votes for, 1,989,264 against, and 69,165 abstentions, with 3,755,664 broker non-votes.
The filing's exhibits consist of the Certificate of Amendment to the Restated Certificate of Incorporation, the Amended and Restated Bylaws, and the cover page interactive data file. For investors, the principal governance change is the new stockholder right to call special meetings, which is subject to significant ownership and procedural conditions.
02—Key points
Key Highlights
- Stockholders approved a charter amendment allowing holders of at least 25% of outstanding common stock to call a special meeting, effective March 25, 2026.
- The Required Percent must be a continuously held net long position for at least one year, with documentary evidence required.
- Only shares over which the stockholder has sole voting, economic, and disposition rights count toward ownership; any disposition of counted shares revokes the request.
- Requests may be refused if received during the 90 days before the first anniversary of the prior annual meeting through the next annual meeting, or if they duplicate substantially similar business.
- All ten director nominees were elected to serve until the 2027 Annual Meeting; Ting Herh received 7,490,878 withheld votes, the most of any nominee.
- Stockholders approved the advisory vote on named executive officer compensation with 68,244,812 votes for and 1,989,264 against.
- Stockholders ratified KPMG LLP as independent registered public accountants with 72,949,899 votes for and 870,595 against.
03—Questions
Frequently Asked Questions
What new shareholder right did TD SYNNEX stockholders approve?
Stockholders approved an amendment to the Restated Certificate of Incorporation permitting holders of at least 25% of the outstanding common stock to call a special meeting of stockholders, subject to the notice, information, and other requirements in the bylaws. The vote was 70,119,390 for, 137,044 against, and 46,807 abstaining.
What conditions must a stockholder meet to call a special meeting?
The 25% position must be a net long position continuously held for at least one year as of the request date, with documentary evidence provided. Requesting stockholders must also furnish information substantially the same as required for director nominations or other business proposals. Requests that are non-compliant, improper under law, received in the 90-day window before the next annual meeting anniversary, duplicative of other business, or in violation of proxy solicitation rules need not be acted upon.
When did the changes take effect?
The Charter Amendment became effective upon filing with the Delaware Secretary of State on March 25, 2026, and the Amended and Restated Bylaws were adopted effective upon that filing.
How did the director elections turn out?
All ten nominees, including Ann Vezina, Patrick Zammit, Kathleen Crusco, Ting Herh, Richard Hume, Kenneth Lamneck, Nayaki Nayyar, Dennis Polk, Claude Pumilia, and Merline Saintil, were elected to serve until the 2027 Annual Meeting. Ting Herh had 7,490,878 votes withheld, and Merline Saintil had 3,261,214 withheld, the highest counts among the nominees.
What did stockholders vote on regarding executive pay and auditors?
Stockholders approved the advisory vote on named executive officer compensation with 68,244,812 for, 1,989,264 against, and 69,165 abstentions. They also ratified KPMG LLP as independent registered public accountants with 72,949,899 for, 870,595 against, and 238,411 abstentions.
04—Continue