TD SYNNEX CORP 8-K

What Happened

• TD SYNNEX Corporation announced on March 25, 2026 (Annual Meeting date) that shareholders approved a Certificate of Amendment to permit stockholders owning at least 25% of outstanding common stock to call a special meeting of stockholders. The Charter Amendment became effective upon filing with the Delaware Secretary of State on March 25, 2026.
• The Board adopted Amended and Restated Bylaws revising Article 2 to establish procedures and limits for special‐meeting requests, including documentation and holding-period requirements.
• At the same meeting the company re-elected all ten directors, received an advisory “say-on-pay” vote in favor of executive compensation, and the shareholders ratified KPMG LLP as independent auditors.

Key Details

• Charter Amendment effective date: March 25, 2026 (filed in Delaware).
• Special-meeting threshold: holders of at least 25% of outstanding common stock (the “Required Percent”).
• Ownership and timing rules: requesters must hold a continuous “net long position” for at least one year and provide documentary evidence; ownership counts only shares with sole voting/economic/disposition rights; any disposition of counted shares revokes the request.
• Limitations: Company may decline requests that don’t meet bylaw requirements, concern improper matters, are submitted during a defined blackout period (90 days before the anniversary of the prior annual meeting through the next annual meeting), duplicate prior business, or violate proxy laws.
• Annual meeting votes (selected): Charter amendment — For 70,119,390; Against 137,044; Abstain 46,807 (3,755,664 broker non‑votes). KPMG ratification — For 72,949,899; Against 870,595; Abstain 238,411. Say‑on‑pay — For 68,244,812; Against 1,989,264; Abstain 69,165 (3,755,664 broker non‑votes). All ten director nominees were elected.

Why It Matters

• This is a governance change: large shareholders (25%) now have a formal path to call special meetings, potentially increasing shareholder influence on timing of votes and corporate action.
• However, the bylaw safeguards (one‑year continuous net long requirement, documentary proof, revocation on disposition, and other limits) make it a high threshold and add procedural hurdles, meaning special meetings remain difficult to trigger quickly.
• For investors, this is primarily a non‑financial, corporate‑governance development that could affect future shareholder engagement and activist strategies; the company’s auditor and directors remain in place following routine annual votes.