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 2024 saw $58.5B in revenue (+2% y/y), $80.1B in non-GAAP gross billings (+4% y/y), and $7.95 diluted EPS (+19% y/y).

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

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, and limit liability for certain officers.

• Board 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 a majority of independent directors, with four women and three racially diverse members.

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

• Board and committees met regularly, with high attendance.

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