TD SYNNEX CORP (SNX)
Sector: Information Technology
2026 Annual Meeting Analysis
TD SYNNEX CORP · Meeting: March 25, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2017 with relevant business experience; no overboarding, attendance, or independence concerns; TSR trigger does not apply as SNX's 3-year return outperforms the peer median by +18.3pp, well below the 50pp threshold required to trigger a No vote for a strong-positive TSR company.
Joined the board in 2024 (less than 24 months ago) and is therefore exempt from the TSR trigger; serves as CEO and director with no overboarding concerns and no independence or attendance flags.
Director since September 2023 (less than 24 months ago) and exempt from the TSR trigger; experienced CFO background qualifies her as Audit Committee Chair and Financial Expert; no other flags.
Director since March 2024 (less than 24 months ago) and exempt from the TSR trigger; brings deep semiconductor and IT industry experience; MiTAC relationship is disclosed and managed through the Audit Committee related-party process.
Director since September 2021 with deep IT distribution expertise as former CEO; SNX's 3-year TSR outperforms the peer median by +18.3pp so the TSR trigger does not fire; holds one outside public board seat, within limits.
Joined the board in April 2025 (less than 24 months ago) and is exempt from the TSR trigger; extensive IT distribution leadership experience at Insight Enterprises, Tech Data, and Arrow Electronics; holds three public board seats, within the four-seat limit.
Director since September 2021 with strong technology and cybersecurity leadership background; TSR trigger does not apply given SNX's strong positive 3-year return versus peers; no overboarding or attendance concerns.
Director since 2012 with foundational knowledge of the company as former CEO and CFO; TSR trigger does not apply given SNX's outperformance versus the peer median on a 3-year basis; holds one outside public board seat.
Director since September 2023 (less than 24 months ago) and exempt from the TSR trigger; current CEO of a technology company with extensive software and IT industry experience; no other flags.
Director since September 2021 with broad technology and operations experience; TSR trigger does not apply; holds three outside public board seats, within the four-seat limit; no independence or attendance concerns.
All ten director nominees pass the policy screens. SNX's 3-year total return of +67.8% outperforms the company-disclosed peer median of +49.5% by +18.3pp, which is well below the 50pp underperformance threshold that applies when absolute 3-year TSR exceeds +20%, so the TSR trigger does not fire for any director. Four directors joined within the past 24 months and are separately exempt. No director exceeds the overboarding limit, no attendance failures were disclosed, and the board has a robust skills matrix and majority-independent composition.
Say on Pay
✓ FORCEO
Patrick Zammit
Total Comp
$10,265,592
Prior Support
86%%
CEO Patrick Zammit received total compensation of approximately $10.3 million in fiscal year 2025, his first full year as CEO of a Fortune 100 technology distributor with a $12.4 billion market cap, which is within a reasonable range for this role and company size. Pay mix is strongly weighted toward variable pay: the CEO's base salary of $1 million represents roughly 10% of total compensation, well under the 40% fixed-pay threshold, with the majority delivered through performance-based cash bonuses and equity awards tied to multi-year financial metrics including non-GAAP EPS and return on invested capital. The company received 86% shareholder support on last year's Say on Pay vote, indicating broad approval of the compensation structure, and the incentive plan includes meaningful, measurable performance conditions with a clawback policy meeting NYSE requirements.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG LLP is a Big 4 firm appropriate for a Fortune 100 company of TD SYNNEX's size and complexity. Auditor tenure is not disclosed in the proxy text provided, so the tenure trigger cannot fire per policy. Fee data was not extractable from the provided filing text, so the non-audit fee ratio trigger cannot be evaluated; in the absence of confirmed data triggering a No vote, the default FOR applies. No material restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Charter Amendment to Permit Stockholders Owning At Least 25% of Our Common Stock to Call a Special Meeting of Stockholders
This is a board-proposed amendment to the company's governing documents that would give shareholders owning at least 25% of shares for at least one year the right to call a special meeting — a right shareholders currently do not have at all. Granting any meaningful special meeting right is a clear governance improvement from the current baseline of no right, even if a lower threshold such as 10% or 15% would be more shareholder-friendly. The board developed this proposal directly in response to shareholder feedback, which is a positive sign of responsiveness, and the 25% threshold with a one-year holding requirement, while on the higher end of market practice, is common among large-cap companies and is vastly better than the status quo of no right whatsoever.
Overall Assessment
The 2026 TD SYNNEX annual meeting presents a clean ballot across all four proposals: the ten-director slate passes all policy screens given the company's strong 3-year TSR outperformance versus peers, the CEO compensation program is performance-weighted and received strong prior-year shareholder support, KPMG's appointment as auditor raises no disqualifying flags, and the board-proposed charter amendment to create a stockholder special meeting right is a genuine governance improvement from the current baseline of no such right. All four proposals receive a FOR recommendation.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing