TD SYNNEX CORP

DEF 14A 1 fy24proxystatement.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————————————————————

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

——————————————————————

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

TD SYNNEX CORPORATION

——————————————————————————————

(Name of Registrant as Specified In Its Charter)

——————————————————————————————

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

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

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

—————————————————————————————————————————————

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held April 2, 2025

—————————————————————————————————————————————

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.