TD SYNNEX Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SNX
Retail: Computer Software & Peripheral Equipment
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 2, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices)
(Zip Code)
(510 ) 668-3400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |||||||||||||
At the Annual Meeting of Stockholders of TD SYNNEX Corporation (the “Company”) held on April 2, 2025, the stockholders approved amendments to the Company’s Restated Certificate of Incorporation, as amended, regarding the removal of supermajority voting requirements, removal of obsolete provisions, and limitation of liability of certain officers. On April 7, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended (“Charter Amendment”) to adopt such amendments, which became effective upon filing. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached as Exhibit 3(i) to this report and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||||||||
As described above, the Company held its Annual Meeting of Stockholders on April 2, 2025, at which the following occurred:
Proposal 1: Election of ten directors to hold office until the 2026 Annual Meeting of Stockholders:
ELECTION OF DIRECTOR | FOR | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
Ann Vezina | 75,327,732 | 580,274 | 2,788,212 | |||||||||||||||||
Patrick Zammit | 75,735,395 | 172,613 | 2,788,210 | |||||||||||||||||
Kathleen Crusco | 75,716,891 | 191,115 | 2,788,212 | |||||||||||||||||
| Ting Herh | 72,037,994 | 3,870,011 | 2,788,213 | |||||||||||||||||
Richard Hume | 75,674,895 | 233,112 | 2,788,211 | |||||||||||||||||
Kenneth Lamneck | 75,727,809 | 180,198 | 2,788,211 | |||||||||||||||||
Nayaki Nayyar | 69,615,250 | 6,292,755 | 2,788,213 | |||||||||||||||||
Dennis Polk | 74,312,844 | 1,595,163 | 2,788,211 | |||||||||||||||||
Claude Pumilia | 75,465,704 | 442,303 | 2,788,211 | |||||||||||||||||
Merline Saintil | 71,955,220 | 3,952,784 | 2,788,214 | |||||||||||||||||
Proposal 2: The advisory vote to approve the compensation of the Company’s named executive officers was as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 65,319,389 | 10,399,952 | 188,662 | 2,788,215 | |||||||||||||||||
Proposal 3: The vote to ratify the selection of KPMG LLP as the Company’s independent registered public accountants by the Audit Committee of the Board of Directors of the Company (the “Board of Directors”) was as follows:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 77,737,327 | 628,698 | 330,193 | ||||||||||||
Proposal 4: The vote to adopt the amendment to the Company’s Restated Certificate of Incorporation, as amended, to eliminate the supermajority voting requirements was as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 75,004,803 | 793,233 | 109,969 | 2,788,213 | |||||||||||||||||
Proposal 5: The vote to adopt the amendment to the Company’s Restated Certificate of Incorporation, as amended, to remove obsolete provisions was as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 75,130,145 | 716,545 | 123,710 | 2,725,818 | |||||||||||||||||
Proposal 6: The vote to adopt the amendment to the Company’s Restated Certificate of Incorporation, as amended, to limit the liability of certain officers of the Company was as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 64,735,076 | 11,000,734 | 172,193 | 2,788,215 | |||||||||||||||||
Proposal 7: The vote to approve the Board of Directors’ proposal to create a stockholder right to call a special meeting of stockholders was as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 65,709,376 | 5,894,856 | 4,303,777 | 2,788,209 | |||||||||||||||||
Proposal 8: The vote on a stockholder proposal regarding shareholder ability to call for a special shareholder meeting was as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 25,991,518 | 49,703,189 | 213,293 | 2,788,218 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Document | |||||||||||||
| 3(i) | ||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 8, 2025 | TD SYNNEX CORPORATION | |||||||
| By: | /s/ David Vetter | |||||||
| David Vetter | ||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||