SEC Form DEFR14A filed by TD SYNNEX Corporation

2/20/25 2:21:23 PM ET

Retail: Computer Software & Peripheral Equipment

Technology

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12

TD SYNNEX CORPORATION

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Explanatory Note

TD SYNNEX Corporation is filing the attached revised Definitive Proxy Statement on Schedule 14A for the sole purpose of including Inline eXtensible Business Reporting Language, or Inline XBRL, data tagging, which was inadvertently omitted from the Definitive Proxy Statement that was originally filed due to a processing error. There are no other modifications or updates to any disclosures presented in the Proxy Statement.

To our Stockholders:

On behalf of the Board of Directors, it is our pleasure to invite you to the 2025 Annual Meeting of Stockholders for TD SYNNEX. The meeting will be held on April 2, 2025 at 1:00 p.m. Eastern Daylight Time, at 39 Pelham Ridge Drive, Greenville, SC 29615.

Pursuant to rules and regulations adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials online. On or about February 20, 2025, we mailed to our stockholders a notice containing instructions on how to access our 2025 Proxy Statement and Annual Report and how to vote online.

The Notice of the 2025 Annual Meeting of Stockholders and this Proxy Statement contain details of the business to be conducted during the Annual Meeting.

Your vote is very important. Whether or not you plan to attend the meeting in person, please take the time to cast your vote. You may vote online, by telephone, or (if you have requested a paper copy of our proxy materials) by mail, and, in doing so, you will ensure your representation at the Annual Meeting.

We appreciate your continued support and investment in TD SYNNEX.

Sincerely,

Patrick Zammit

President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held April 2, 2025

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To our Stockholders:

TD SYNNEX Corporation will hold its Annual Meeting of Stockholders (“Annual Meeting”) at 1:00 p.m. Eastern Daylight Time, on April 2, 2025, at our office at 39 Pelham Ridge Drive, Greenville, SC 29615, for the following purposes:

1.to elect ten directors to serve until the 2026 Annual Meeting or until their successors are duly elected and qualified;

2.to hold an advisory vote on named executive officer compensation;

3.to ratify the appointment of KPMG LLP as our independent registered public accountants;

4.to adopt the amendment to our Restated Certificate of Incorporation (“Charter”) to eliminate its supermajority voting requirements;

5.to adopt the amendment to our Charter to remove obsolete provisions;

6.to adopt the amendment to our Charter to limit liability for certain officers;

7.to vote to approve the Board of Directors’ proposal to create a stockholder right to call a special meeting of stockholders;

8.to vote upon a stockholder proposal regarding shareholder ability to call for a special shareholder meeting, if properly presented; and

9.to transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Only stockholders of record at the close of business on February 3, 2025 are entitled to notice of, and to vote at this Annual Meeting and any adjournments or postponements thereof. For ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote will be available at our office at 16202 Bay Vista Drive, Clearwater, Florida 33760.

It is important that your shares are represented at the Annual Meeting. Even if you plan to attend, we encourage you to vote your shares of TD SYNNEX common stock on the Internet, by toll-free telephone call or, if you have requested a paper copy of our proxy materials, by signing, dating and returning the proxy card in the envelope provided. This will not limit your rights to attend or vote at the Annual Meeting.

By Order of the Board of Directors,

David Vetter

Chief Legal Officer and Corporate Secretary

February 20, 2025

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to Be Held on April 2, 2025

Under rules adopted by the Securities and Exchange Commission, the Company is making this Proxy Statement and the Company’s Annual Report to Stockholders available on the Internet instead of mailing a printed copy of these materials to each stockholder. Stockholders who received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail will not receive a printed copy of these materials other than as described below. Instead, the Notice contains instructions as to how stockholders may access and review all of the important information contained in the materials on the Internet, including how stockholders may submit proxies. If you received the Notice by mail and would prefer to receive a printed copy of the Company’s proxy materials, please follow the instructions for requesting printed copies included in the Notice.


Table of Contents


P roxy Summary			i

I nformation Concerning Voting and Solicitation			1

P roposal 1 Election of Directors			6

C orporate Governance			13

C ertain R elationships and Re lated Party Transactions			29

Insider Trading Policy			33

S ecurity Ownership of Certain Beneficial Owners and M anagement			34

E xecutive Compen sation			37

Proposal 2 Advisory Vote to Approve our Executive Compensation			76

Proposal 3 Ratification of the Appointment of Independent Registered Public Accountants			77

Proposal 4 Charter Amendment to Eliminate Supermajority Vote Requirement			77

Proposal 5 Charter Amendment to Remove Obsolete Provisions			81

Proposal 6 Charter Amendment Limiting Liability of Certain Officers			82

Proposal 7 Vote on Creation of Stockholder Right to Call a Special Meeting of Stockholders			83

Proposal 8 Stockholder Proposal Regarding Shareholder Ability to Call for a Special Shareholder Meeting			84


Table of Contents


Report of the Audit Committee			86

Stockholder Proposals for the 2026 Annual Meeting of Stockholders			87

Other Matters			89


Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Meeting Agenda and Voting Matters

Annual Meeting

April 2, 2025 at 1:00 p.m.

Eastern Daylight Time

Election of Directors

Advisory Vote on

Executive Compensation

39 Pelham Ridge Drive, Greenville, SC 29615

Ratification of Appointment of KPMG LLP as Independent Registered Public Accountants

February 3, 2025

Stockholders as of the

record date are entitled

to vote. Each share of

common stock is entitled

to one vote for each director

nominee and one vote for

each of the other proposals

to be voted on.

Charter Amendment Eliminating Supermajority Voting Requirements

Charter Amendment Removing Obsolete Provisions

Charter Amendment Limiting Liability of Certain Officers

Vote to Approve the Board of Directors’ Proposal to Create a Stockholder Right to Call a Special Meeting of Stockholders

Stockholder Proposal Regarding Shareholder Ability to Call for a Special Shareholder Meeting

Proxy Summary

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We are a Fortune 100 company and a leading global distributor and solutions aggregator for the information technology (“IT”) ecosystem. We aggregate and distribute IT hardware, software, and systems including personal computing devices and peripherals, mobile phones and accessories, printers, servers and datacenter infrastructure, hybrid cloud, security, networking, communications and storage solutions, and system components. We also design and deliver purpose-built server, storage, and networking solutions for the hyperscale infrastructure market. We operate in the Americas, Europe, and Asia-Pacific and Japan. As of November 30, 2024, we had over 23,000 full-time co-workers.

In fiscal year 2024, we continued to advance our key strategic initiatives and navigated a successful Chief Executive Officer transition. Patrick Zammit became our President and Chief Executive Officer and joined our Board of Directors. Following director retirements, we also added Ting Herh to our Board of Directors.




(1) Non-GAAP financial measure. See the Appendix A to this Proxy Statement for definitions of non-GAAP measures and reconciliation of such measures to GAAP.

Proxy Summary

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1			Election of Directors

Each director is elected annually by a plurality vote. We are asking stockholders to vote FOR each director nominee. We have a diverse slate of directors with broad and relevant leadership and professional experience. Nine of our director nominees currently serve on our Board and our new director nominee has experience as a leader in our industry. Collectively, our director nominees have experience and qualifications in the following, among other areas, in alphabetical order:


			Accounting and Financial
			Additional Board Membership
			Electronic Manufacturing
			Emerging Technology
			Information Technology
			International
			IT Distribution/Supply Chain or Related Industry
			Risk Management
			Sales and Marketing
			Strategic Planning

A majority of our director nominees are independent. Four women are directors on our current Board, and they also are director nominees. Women are in three Board leadership roles—Board Chair, Audit Committee Chair, and Nominating and Corporate Governance Committee Chair. Three of our director nominees self-identify from historically under-represented communities as Asian or Black. One of our director nominees served in the U.S. military. Overall, our director nominees reflect a broad range of tenure and diversity.

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Proxy Summary

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Majority Independent			Tenure			Gender

Independent

0-5 Years

Men

Non-Independent

5-10 Years

Women

10-15 Years

Not Specified

The Board recommends a vote FOR the election of the director nominees.

Proxy Summary

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2			Advisory Vote on Executive Compensation

We are asking stockholders to approve on an advisory basis our named executive officer compensation. The Board recommends a FOR vote because it believes that our compensation policies and practices are effective in achieving our goal of recognizing sustained financial and operating performance and leadership excellence.

2024 Executive Officer Compensation Elements

Type

Form

Terms

Equity

•Time based Restricted Stock Awards (“RSA”) and Time-Based Restricted Stock Units (“RSU”)

•Performance-Based Restricted Stock Units (“PRSU” or “LTI”)

Time-based RSAs and time-based RSUs generally vest 33% per year while employed

Long-term incentive PRSUs generally cliff vest after three years, contingent upon achievement of three-year company performance measures

Cash

•Salary

•Management Incentive Plan Bonus

Generally subject to annual adjustments

Based on achievement of Company fiscal year performance goals

Other

•Benefits

Medical, dental and vision insurance, life insurance, and other benefits as described in the Compensation Discussion & Analysis

Proxy Summary

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3			Ratification of Auditors

As a matter of good corporate governance, we are asking our stockholders to vote FOR the ratification of the selection of KPMG LLP as our independent auditors for the fiscal year ending November 30, 2025.

KPMG LLP is an independent accounting firm with the breadth of expertise and knowledge necessary to audit the Company. They have institutional knowledge of our business and control framework. The Audit Committee has reviewed the independence, qualifications and performance of KPMG and has determined that their retention is in the best interests of TD SYNNEX and its stockholders.


4			Charter Amendment Eliminating Supermajority Voting Requirements

We are asking stockholders to vote FOR the Charter amendment eliminating supermajority voting requirements.

After reviewing the advantages and disadvantages of the supermajority voting requirement, including feedback received from our stockholders, the Board has determined it is in the best interests of the Company and its stockholders to amend our Charter to eliminate the supermajority voting requirements. The Board believes the amendment would enhance our stockholders’ ability to participate in corporate governance and would align the Company with recognized best practices in corporate governance.


5			Charter Amendment Removing Obsolete Provisions

We are asking stockholders to vote FOR the Charter amendment removing obsolete provisions.

In connection with the Company’s acquisition of Tech Data Corporation in 2021 from entities affiliated with Apollo Global Management, Inc. (the “Apollo Entities”), the Company amended its Charter by adopting a new Article XI for the benefit of the Apollo Entities which, among other things, waived the corporate opportunity doctrine with respect to the Apollo Entities. Since the closing of the merger, the Apollo Entities have sold all of their shares of TD SYNNEX common stock. The Board believes that eliminating the provisions of the Company’s Charter that are obsolete reflects proper corporate hygiene and minimizes any potential future confusion regarding stockholder rights.


6			Charter Amendment Limiting Liability for Certain Officers

We are asking stockholders to vote FOR the Charter amendment limiting liability for certain officers.

Proxy Summary

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The Board believes that the amendment, which adds authorized liability protection for certain officers that is generally consistent with the protection currently afforded our directors, is necessary to continue to attract and retain experienced and qualified officers.


7			Vote to Approve the Board of Directors’ Proposal to Create a Stockholder Right to Call a Special Meeting of Stockholders

We are asking stockholders to vote FOR the Board of Directors’ proposal to create a stockholder right to call a special meeting of stockholders.


8			Stockholder Proposal Regarding Shareholder Ability to Call for a Special Shareholder Meeting, if Properly Presented

Stockholders will vote on a stockholder proposal regarding shareholder ability to call for a special meeting, if properly presented. We are recommending stockholders to vote AGAINST this proposal.

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Information Concerning Voting and Solicitation

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This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation by the Board of Directors (the “Board”) of TD SYNNEX Corporation, a Delaware corporation, of proxies to be used at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments or postponements thereof. The terms “we,” “our,” the “Company,” and “TD SYNNEX” refer to TD SYNNEX Corporation.

Our Annual Meeting will be held at our office at 39 Pelham Ridge Drive, Greenville, SC 29615 at 1:00 p.m. Eastern Daylight Time, on April 2, 2025. The Notice of Internet Availability of Proxy Materials (the “Notice”) is first being mailed to stockholders on or about February 20, 2025.

Appointment of Proxy Holders

The Board asks you to appoint Patrick Zammit and David Vetter as your proxy holders to vote your shares at the Annual Meeting. You make this appointment by using one of the voting methods described below. If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. In the absence of your direction, they will vote your shares as recommended by the Board.

Unless you otherwise indicate, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this Proxy Statement was distributed and which, under our Amended and Restated Bylaws (the “Bylaws”), may be properly presented for action at the Annual Meeting.

Who Can Vote

Only stockholders who owned shares of our common stock at the close of business on February 3, 2025, the record date for the Annual Meeting, can vote at the Annual Meeting. As of the close of business on the record date, we had 84,369,312 shares of common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote for each share held as of the record date. There is no cumulative voting in the election of directors.

How You Can Vote

You may vote your shares at the Annual Meeting in one of several ways, depending on how you own your shares.


			Voting by Internet.

Stockholders of record may vote or submit proxies by following the Internet voting instructions described in the proxy materials. Most stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their brokers, banks or nominees rather than following the instructions on the proxy materials. Please check the voting instruction form for Internet voting availability. The deadline for Internet voting is 11:59 p.m., Eastern Daylight Time, the day before the meeting date.


			Voting by Mail.

If you have requested and receive paper copies of our proxy materials by mail, you may vote by dating, signing and returning your proxy card in the postage-prepaid return envelope provided. Sign your name exactly as it appears on the proxy. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by

completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees.

Information Concerning Voting and Solicitation

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			Voting by Telephone.

Stockholders of record may vote or submit proxies by following the telephone voting instructions described in the proxy materials. Most stockholders who hold shares beneficially in street name may provide voting instructions by telephone by calling the number specified on the voting instruction form provided by their brokers, banks or nominees rather than following instructions in the proxy materials. Please check the voting instruction form for telephone voting availability. Please be aware that, if you submit voting instructions by telephone, you may incur costs such as telephone access charges for which you will be responsible. The deadline for telephone voting is 11:59 p.m., Eastern Daylight Time, the day before the meeting date.


			Voting at the Annual Meeting.

You may vote in person at the Annual Meeting. If you hold shares through a bank or broker, you must obtain a proxy, executed in your favor, from the bank or broker to be able to vote at the Annual Meeting. Voting by mail, telephone or Internet will not limit your right to vote at the Annual Meeting, if you decide to attend in person.

The Board recommends that you vote by Internet, telephone or by mail, as it is not practical for most stockholders to attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or vote online or by telephone so that your vote will be counted if you later decide not to attend the Annual Meeting. Giving a proxy will not affect your right to vote your shares if you attend the Annual Meeting and want to vote in person.

If you properly complete your proxy via the telephone or Internet, or by mail, then your shares will be voted as you direct. If you properly complete your proxy but do not mark your voting preference, the proxy holders will vote your shares:

FOR the election of the nominees for director

FOR the approval of our executive compensation

FOR the ratification of the appointment of independent registered public accountants

FOR the Charter amendment eliminating supermajority voting requirements

FOR the Charter amendment removing obsolete provisions

FOR the Charter amendment limiting liability for certain officers

FOR the Board of Directors’ proposal to create a stockholder right to call for a special meeting of stockholders

and AGAINST the stockholder proposal regarding shareholder ability to call for a special shareholder meeting, if properly presented.

Revocation of Proxies

Stockholders of record can revoke their proxies or change their vote at any time before they are exercised in any of three ways:

•by submitting written notice of revocation to the Corporate Secretary prior to the Annual Meeting;

•by submitting a later-dated vote or another properly executed proxy of a later date prior to the Annual Meeting; or

•by voting in person at the Annual Meeting.

Beneficial stockholders can revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares or by voting in person at the Annual Meeting.

Information Concerning Voting and Solicitation

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Required Vote

With respect to Proposal 1, directors are elected by a plurality vote with stockholders having the option to either vote “for” each director or to “withhold” their vote. Under the plurality vote standard, the ten nominees receiving the most “for” votes will be elected; however, the Board has adopted a policy for director elections whereby if a director receives a greater number of votes “withheld” than votes “for”, the Board will review the outcome and make a determination as to the proper remedy. In its review, the Board will consider the totality of the circumstances surrounding the vote to evaluate the situation and is authorized to remedy the situation as it deems appropriate, including requesting that the affected director resign from the Board. A “withhold” vote as to any director nominee will have no effect on the vote’s outcome because the candidates who receive the highest number of affirmative votes are elected; however, “withhold” votes may prevent a director from obtaining a majority of “for” votes, which would trigger the aforementioned additional Board scrutiny.

With respect to Proposals 4-6, approval of the amendments to the Charter to eliminate supermajority voting requirements, limit the liability of certain officers of the Company, and remove obsolete provisions requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 ⅔%) of the voting power of all the then outstanding shares of the stock of the Company entitled to vote on such proposal. Abstentions will have the effect of a vote “against” Proposals 4-6.

All other matters submitted for stockholder approval, Proposals 2, 3, 7, and 8 require the affirmative vote of the holders of a majority of the votes cast, meaning the number of shares voted “for” the proposals must exceed the number of shares voted “against” the proposals for them to be approved. Abstentions on these other matters will have no effect on the outcome of the vote because abstentions will not count as votes cast.

A quorum, which constitutes the holders of a majority of the outstanding stock issued and outstanding and entitled to vote as of the record date, must be present in person or represented by proxy to hold the Annual Meeting. If you indicate an abstention as your voting preference, your shares will be counted toward a quorum but they will not be voted on the matter.

A broker non-vote with respect to TD SYNNEX common stock occurs when (i) shares of TD SYNNEX common stock held by a broker or other nominee are represented, in person or by proxy, at a meeting of TD SYNNEX’s stockholders, (ii) the bank, broker or other nominee has not received voting instructions from the beneficial owner on a particular proposal and (iii) the bank, broker or other nominee does not have the discretion to direct the voting of the shares of TD SYNNEX common stock on a particular proposal but has discretionary voting power on other proposals. A bank, broker, trust or other nominee may exercise discretion in voting on routine matters but may not exercise discretion, and therefore will not vote, on non-routine matters if instructions are not given. Notwithstanding the foregoing, for proposals where the applicable voting threshold is a proportion of our outstanding shares of common stock entitled to vote on the matter, broker non-votes will have the effect of a vote against the proposal.

Under applicable stock exchange rules, only the ratification of the appointment of KPMG LLP as auditor for the fiscal year ending November 30, 2025 is a routine matter. Therefore, a bank, broker, trust, or other nominee may vote for the ratification of the appointment of auditors and would not be considered a broker non-vote. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

If a broker indicates that such broker does not have discretionary authority to direct the voting on a particular matter, resulting in a broker non-vote, those shares will be considered as present for purposes of determining the presence of a quorum but will not be treated as shares entitled to vote on that matter.

Because directors who receive the most “for” votes are elected under the plurality vote standard, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on the election of nominees.

Because the approval of the amendments to the Charter to eliminate supermajority voting requirements, limit the liability of certain officers of the Company, and remove obsolete provisions requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 ⅔%) of the voting power of all the then outstanding shares entitled to vote, abstentions and broker non-votes have the same effect as a vote “against” the proposal.

Because the advisory vote on the compensation for our executive officers, the proposal to approve the Board’s proposal to create a stockholder right to call for a special meeting of stockholders, and the stockholder proposal regarding shareholder ability to call for a special shareholder meeting require the majority of the votes cast and because your bank, broker, trust or other nominee does not have discretionary authority to vote on this proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of this proposal because broker non-votes will not count as votes cast.

Information Concerning Voting and Solicitation

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Proposal	Effect of Broker Non-Votes	Effect of Abstentions	Votes Required for Approval
Proposal 1: Election of Directors	No effect	No effect(1)	Plurality of votes cast
Proposal 2: Advisory vote on named executive officer compensation	No effect	No effect	Majority of votes cast
Proposal 3: Ratify the appointment of KPMG LLP as our independent registered public accountants	No effect(2)	No effect	Majority of votes cast
Proposal 4: Charter amendment to eliminate supermajority voting requirements	Vote against	Vote against	66 ⅔% of the voting power of all of the then outstanding shares of the stock of the Company entitled to vote generally in the election of directors
Proposal 5: Charter amendment to remove obsolete provisions	Vote against	Vote against	66 ⅔% of the voting power of all of the then outstanding shares of the stock of the Company entitled to vote generally in the election of directors
Proposal 6: Charter amendment to limit the liability of certain officers of the Company	Vote against	Vote against	66 ⅔% of the voting power of all of the then outstanding shares of the stock of the Company entitled to vote generally in the election of directors
Proposal 7: Proposal to approve the Board of Directors’ proposal to create a stockholder right to call a special meeting of stockholders	No effect	No effect	Majority of votes cast
Proposal 8: Stockholder proposal regarding shareholder ability to call for a special shareholder meeting, if properly presented	No effect	No effect	Majority of votes cast

(1)Under the plurality vote standard, the ten nominees receiving the most “for” votes will be elected; however, the Board has adopted a policy for director elections whereby if a director receives a greater number of votes “withheld” than votes “for”, the Board will review the outcome and make a determination as to the proper remedy. A “withhold” vote as to any director nominee will have no effect on the vote’s outcome because the candidates who receive the highest number of affirmative votes are elected; however, “withhold” votes may prevent a director from obtaining a majority of “for” votes, which would trigger the aforementioned additional Board scrutiny.

(2)Because the ratification of the appointment of KPMG LLP as our independent auditor is considered a “routine” matter, there will be no broker non-votes with respect to this matter.

Information Concerning Voting and Solicitation

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Solicitation of Proxies

We are paying the cost of printing and mailing the Notice and any proxy materials requested by stockholders in accordance with the Notice. In addition, solicitation may be made by our directors, officers and other co-workers by personal interview, telephone, facsimile or electronic mail. No additional compensation will be paid to these persons for solicitation. At this time we have not engaged a proxy solicitor. If we do engage a proxy solicitor, we will pay the customary costs associated with such engagement. We will reimburse brokerage firms and others for their reasonable expenses in forwarding any solicitation materials to beneficial owners of our common stock.


Proposal 1: Election of Directors

Directors and Nominees

Our Bylaws currently provide that the number of directors which shall constitute the whole Board shall be fixed from time to time by the Board or our stockholders. We currently have ten directors. The Board has fixed the number of directors to constitute the whole Board upon the time of the Annual Meeting at ten. At the Annual Meeting, ten persons have been nominated to be elected as members of the Board, each for a one-year term or until their successors are duly elected and qualified. The Nominating and Corporate Governance Committee of the Board has nominated, and the Board has designated, the ten persons set forth below for election at the Annual Meeting. All of the nominees were elected for their current term at our 2024 Annual Meeting of Stockholders held on March 20, 2024, except for Patrick Zammit, who was appointed on September 1, 2024, and Kenneth Lamneck. Current director Hau Lee has decided to retire and will not stand for re-election.

The proxies given to the proxy holders will be voted as directed and, if no direction is given, will be voted FOR the ten nominees. The Board knows of no reason why any of these nominees should be unable or unwilling to serve. However, if for any reason any nominee should be unable or unwilling to serve, the proxies will be voted for any nominee designated by the Board to fill the vacancy.

General

Pursuant to the New York Stock Exchange (“NYSE”) listing standards, a majority of the members serving on the Board must be independent directors. The Board has determined that Ann Vezina, Kathleen Crusco, Ting Herh, Kenneth Lamneck (as of April 1, 2025), Nayaki Nayyar, Claude Pumilia, and Merline Saintil have no material relationship with us and that each of these director nominees is independent. Board nominees also include three racially diverse directors and four women directors. Certain additional information with respect to each nominee appears on the following pages, including their age (as of February 20, 2025), position (if any) with TD SYNNEX, business experience during at least the past five years, and directorships of other publicly-traded corporations. Each nominee’s biographical information includes a description of the nominee’s experience, qualifications, attributes or skills that qualify the nominee to serve on the Board at this time.