TD SYNNEX Shareholders Approve Charter Amendments and Board Proposals at 2025 Annual Meeting


TD SYNNEX Corporation announced the results of its Annual Meeting of Stockholders held on April 2, 2025, during which shareholders voted on several governance and compensation matters and elected the full slate of director nominees.

As part of the meeting, shareholders approved multiple amendments to the company’s Restated Certificate of Incorporation. These included:

Elimination of supermajority voting requirements

Removal of obsolete charter provisions

Limitation of liability for certain corporate officers

These amendments became effective upon filing with the Delaware Secretary of State on April 7, 2025.

Director Elections
All ten nominated directors were elected to serve until the 2026 Annual Meeting. Among the directors receiving the strongest support were Patrick Zammit and Kathleen Crusco, each receiving over 75 million votes in favor.

Say-on-Pay and Auditor Ratification
The advisory vote to approve executive compensation passed with over 65 million votes in favor, though more than 10 million voted against the measure.

The ratification of KPMG LLP as the company’s independent auditor received strong support, with more than 77 million votes in favor.

Governance Proposals
Shareholders also approved the Board’s proposal to allow stockholders to call special meetings. However, a separate, similar proposal submitted by a stockholder was voted down, with nearly 50 million votes against.