TD SYNNEX (NYSE: SNX) adds special-meeting right, discloses vote results

Rhea-AI Filing Summary

TD SYNNEX Corporation updated its governance rules after stockholders approved a charter amendment allowing stockholders owning at least 25% of outstanding common stock to call a special meeting, subject to detailed notice, ownership, and timing requirements set out in its amended bylaws.

At the same annual meeting, stockholders elected ten directors, approved the advisory vote on executive compensation, and ratified KPMG LLP as independent auditor. The charter amendment and Amended and Restated Bylaws became effective upon filing with the Delaware Secretary of State on March 25, 2026.

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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): March 25, 2026

TD SYNNEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			001-31892			94-2703333
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

44201 Nobel Drive, Fremont, California						94538
(Address of principal executive offices)						(Zip Code)

(510) 668-3400

(Registrant’s telephone number, including area code)

N/A

(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

Common stock, par value $0.001 per share

SNX

The New York Stock Exchange

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 March 25, 2026, the stockholders approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation, as amended, to permit stockholders owning at least 25% of the Company’s outstanding common stock (the “Required Percent”) to call a special meeting of stockholders, subject to certain notice, information, and other requirements set forth in the Company’s bylaws. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on March 25, 2026.

In connection with the stockholder approval of the Charter Amendment and effective upon the filing thereof on March 25, 2026, the Board of Directors (the “Board”) adopted Amended and Restated Bylaws (the “Amended and Restated Bylaws”) to amend and restate the Company’s prior bylaws, solely to revise Article 2 to provide procedures for and limitations on the calling of special meetings of stockholders, as described below:

•that the Required Percent must be a “net long position” that has been continuously held by the requesting stockholders for at least one year as of the date the special meeting request is submitted to the Company and that the requesting stockholders provide the requisite documentary evidence of such position and holding period;

•that a stockholder would be deemed to “own” only those outstanding shares of the Company’s common stock as to which the stockholder possesses the sole voting, economic, and disposition rights pertaining to such shares;

•that any disposition of shares that count toward the Required Percent would be treated as a revocation of a stockholder request for a special meeting with respect to those shares;

•that stockholders requesting a special meeting must furnish, among other items, information that is the same in all material respects as would be required when stockholders seek to nominate a candidate for director or propose other business to be brought before a meeting of stockholders under the Bylaws; and

•that a special meeting is not required to be called in response to a request that (i) does not comply with the requirements pertaining to special meeting requests set forth in the Bylaws; (ii) relates to an item of business that is not a proper matter for stockholder action under applicable law; (iii) is received by the Company during the period commencing 90 days prior to the first anniversary of the immediately preceding annual meeting and ending on the date of the next annual meeting; (iv) relates to an item of business that is identical or substantially similar to any item of business that was previously presented or will be presented at a stockholder meeting, subject to certain specifications; or (v) violates the laws and regulations regarding the solicitation of proxies.

The foregoing description of the Charter Amendment and the Amended and Restated Bylaws 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).1 to this Current Report on Form 8-K, and the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3(ii).1 to this Current Report on Form 8-K, and each of which is 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 March 25, 2026 at which the following occurred:

Proposal 1: Election of ten directors to hold office until the 2027 Annual Meeting of Stockholders:

ELECTION OF DIRECTOR						FOR						WITHHELD						BROKER NON-VOTES
Ann Vezina						70,066,648						236,593						3,755,664
Patrick Zammit						70,063,158						240,083						3,755,664
Kathleen Crusco						69,902,225						401,016						3,755,664
Ting Herh						62,812,363						7,490,878						3,755,664
Richard Hume						70,028,300						274,941						3,755,664
Kenneth Lamneck						69,807,727						495,514						3,755,664
Nayaki Nayyar						70,187,131						116,110						3,755,664
Dennis Polk						69,431,929						871,312						3,755,664
Claude Pumilia						70,233,747						69,494						3,755,664
Merline Saintil						67,042,027						3,261,214						3,755,664

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
68,244,812						1,989,264						69,165						3,755,664

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 was as follows:

FOR						AGAINST						ABSTAIN
72,949,899						870,595						238,411

Proposal 4: The vote to adopt the amendment to the Company’s Restated Certificate of Incorporation, as amended, to permit stockholders owning at least 25% of our common stock to call a special meeting of stockholders was as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
70,119,390						137,044						46,807						3,755,664

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description of Document
3(i).1						Certificate of Amendment to Restated Certificate of Incorporation of TD SYNNEX Corporation.
3(ii).1						Amended and Restated Bylaws of TD SYNNEX Corporation.
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: March 27, 2026			TD SYNNEX CORPORATION
			By:			/s/ David Vetter
						David Vetter
						Chief Legal Officer and Corporate Secretary

FAQ

What governance change did TD SYNNEX (SNX) stockholders approve?

Stockholders approved a charter amendment letting holders of at least 25% of outstanding common stock call a special meeting. This right is conditioned on detailed ownership, notice, and informational requirements that are now reflected in the company’s Amended and Restated Bylaws.

What ownership threshold is required to call a special meeting at TD SYNNEX (SNX)?

Stockholders must own at least 25% of TD SYNNEX’s outstanding common stock to request a special meeting. The shares must represent a “net long position” continuously held for at least one year, with documentary evidence provided to the company when making the request.

What limitations apply to special meeting requests at TD SYNNEX (SNX)?

Special meetings are not required for requests that fail bylaw requirements, involve improper business, fall within 90 days before the prior annual meeting’s anniversary through the next meeting date, duplicate prior or upcoming agenda items, or violate proxy solicitation laws and regulations.

How did TD SYNNEX (SNX) stockholders vote on executive compensation?

Stockholders approved the advisory vote on named executive officer compensation, with 68,244,812 votes for, 1,989,264 against, and 69,165 abstentions, plus 3,755,664 broker non-votes. This indicates broad, though not unanimous, support for the company’s executive pay program as presented.

Which auditor did TD SYNNEX (SNX) stockholders ratify?

Stockholders ratified KPMG LLP as TD SYNNEX’s independent registered public accounting firm. The vote was 72,949,899 shares for, 870,595 against, and 238,411 abstaining, reflecting strong overall support for continuing with KPMG as the company’s external auditor.

Were TD SYNNEX (SNX) directors re-elected at the 2026 annual meeting?

Ten directors, including Ann Vezina, Patrick Zammit, and others, were elected to serve until the 2027 annual meeting. Vote totals varied by nominee but each received significantly more votes for than withheld, alongside 3,755,664 broker non-votes recorded on each director line.

How did TD SYNNEX (SNX) define “ownership” for special meeting requests?

A stockholder is deemed to own only shares for which it has sole voting, economic, and disposition rights. Any disposition of shares counting toward the 25% threshold is treated as revoking the request for a special meeting with respect to those disposed shares under the amended bylaws.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3 EX-3.(I)1 7.9 KB
• EX-3 EX-3.(II)1 207.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB