Td Synnex Corp

This management proposal asks stockholders to provide a non-binding advisory approval of the Company’s executive compensation as disclosed in the proxy statement (the CD&A, Summary Compensation Table and related disclosures). Management seeks this approval annually, consistent with prior stockholder support, to affirm the Compensation Committee’s approach tying pay to performance through base salary, a Management Incentive Plan (MIP) with defined metrics (e.g., non-GAAP net income and adjusted ROIC), time-based restricted stock awards, and performance-based PRSUs. The Board recommends FOR because it believes compensation policies effectively align executive incentives with long-term stockholder value, reward sustained financial and operating performance, and are benchmarked to peers using an independent consultant. The proposal is non-binding but serves as critical feedback: the Board and Compensation Committee will consider the vote outcome when setting future compensation. Context includes strong FY2025 performance (non-GAAP metrics exceeded targets), pay versus performance disclosures, capped MIP payouts, recoupment policy, and governance features intended to mitigate excessive risk. A FOR vote supports management’s view that its incentive design and disclosures are appropriate given the Company’s strategy, performance, and retention needs; an AGAINST vote would signal investor dissatisfaction with pay practices and could prompt compensation policy review.

This management proposal asks stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation to permit stockholders holding at least 25% of outstanding common stock to request a special meeting, subject to a one-year continuous net long ownership requirement and detailed procedural requirements in amended Bylaws. Management argues this change aligns with governance best practices and stockholder feedback while limiting the potential for abusive or costly special meetings by setting a high ownership threshold and procedural safeguards (disallowing requests close to annual meeting dates, excluding duplicative or improper matters, requiring disclosure of beneficial ownership, and treating dispositions as revocations). The Board recommends FOR, asserting the amendment enhances stockholder engagement and accountability without unduly increasing disruption risk. The proposal’s context includes prior stockholder feedback at the 2025 meeting and consideration of a previous stockholder proposal on special meetings; the Board considered market practice and concluded a 25% threshold balances access and protection. Opponents might argue the 25% one-year requirement is stringent compared to lower thresholds at other companies and could maintain de facto control with management/major holders; proponents assert it prevents short-term or opportunistic campaigns. Board’s supporting rationale includes alignment with recognized governance practices, response to investor feedback, and retention of Board discretion to manage extraordinary meeting logistics; practical impact would enable a substantial long-term holder coalition to convene a meeting while preserving standards to avoid frivolous calls.