TD SYNNEX CORP Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring at the Annual Meeting of Stockholders held on March 25, 2026. The filing details the approval of corporate governance amendments and the results of stockholder votes.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes rather than financial performance.
Material Changes and Governance Actions
Stockholders approved a Charter Amendment and the Board adopted Amended and Restated Bylaws to modify procedures for calling special meetings of stockholders. Key provisions include:
- Stockholders owning at least 25% of outstanding common stock may call a special meeting.
- Requesting stockholders must maintain a "net long position" for at least one year prior to the request.
- Ownership is defined strictly by sole voting, economic, and disposition rights.
- Special meetings are not required if the request is made within 90 days prior to the next annual meeting or relates to improper matters under applicable law.
Voting Results and Management Commentary
The following proposals were voted upon at the Annual Meeting:
- Proposal 1 (Election of Directors): All ten director nominees were elected. Votes ranged from approximately 62.8 million to 70.2 million "For" votes. Broker non-votes totaled 3,755,664 for all nominees.
- Proposal 2 (Say-on-Pay): The advisory vote to approve executive compensation passed with 68,244,812 "For" votes versus 1,989,264 "Against" votes.
- Proposal 3 (Ratification of Auditors): The selection of KPMG LLP was ratified with 72,949,899 "For" votes versus 870,595 "Against" votes.
- Proposal 4 (Charter Amendment): The amendment to permit special meetings by 25% stockholders passed with 70,119,390 "For" votes versus 137,044 "Against" votes.
Investor Verification Checklist
- Verify the full text of the Charter Amendment (Exhibit 3(i).1) and Amended and Restated Bylaws (Exhibit 3(ii).1) for specific procedural limitations.
- Confirm the effective date of the Charter Amendment as filed with the Delaware Secretary of State.
- Review the specific "net long position" requirements and holding period calculations for future special meeting requests.
- Check subsequent filings for any impact of the new bylaws on shareholder activism or proxy contests.