TD SYNNEX (SNX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 2, 2025, with proxy materials available online and voting accessible via internet, phone, or mail.

• Fiscal year 2024 highlights: $58.5B revenue (+2% y/y), $80.1B non-GAAP gross billings (+4% y/y), $7.95 diluted EPS (+19% y/y), $1.2B cash from operations, ~$750M returned to shareholders.

• CEO transition completed with Patrick Zammit appointed as President and CEO; new director Ting Herh added to the Board.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms.

• Advisory vote on executive compensation (Say-on-Pay).

• Ratification of KPMG LLP as independent auditors.

• Amendments to the Charter: eliminate supermajority voting, remove obsolete provisions, limit liability for certain officers.

• Proposal to create a stockholder right to call a special meeting (25% ownership threshold).

• Stockholder proposal to allow 10% ownership threshold for calling special meetings, which the Board recommends voting against.

Board of directors and corporate governance

• Board comprises ten nominees, majority independent, with diverse backgrounds (four women, three from underrepresented communities, one military veteran).

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board and committees met regularly; all directors attended at least 75% of meetings.

• Director compensation includes cash retainers and equity grants, with increases effective after the 2025 Annual Meeting.