What changed in this filing

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Item 9A. Controls and Procedures

2024-01-26 compared with 2023-01-24 · 38 added, 15 removed, 194 unchanged (21% of the section changed)

12 unchanged sentences

Other Information

Trading Arrangements

On November 3, 2023 , Richard T.

Hume , the Company’s Chief Executive Officer , adopted a trading arrangement for the sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).

Hume’s Rule 10b5-1 trading arrangement provides for the sale of up to 60,000 shares of common stock until June 28, 2024 pursuant to the terms of the plan.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by this item (with respect to Directors) is incorporated by reference from the information under the caption “Election of Directors” “Corporate Governance -- Organization of the Board of Directors” contained in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2023 Annual Meeting of Stockholders to be held on March 21, 2023 (the “Proxy Statement”).

Certain information required by this item concerning executive officers is set forth in Part I of this Report under the caption “Information About Our Executive Officers.”

The information required by this item (with respect to Directors), as well as the information required by Item 407(c)(3), if applicable, and 407(d)(4) and (d)(5) of Regulation S-K is incorporated by reference from the information under the captions “Election of Directors” and “Corporate Governance -- Organization of the Board of Directors” contained in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2024 Annual Meeting of Stockholders to be held on March 20, 2024 (the “Proxy Statement”).

Certain information also required by Item 401 of Regulation S-K concerning executive officers is set forth in Part I of this Report under the caption “Information About Our Executive Officers.”

Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act.

To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement and is incorporated herein by reference.

We have adopted a code of ethics that applies to all of our co-workers, including our principal executive officer, our principal financial and accounting officer, our controllers and persons performing similar functions.

With respect to Item 406 of Regulation S-K, we have adopted a code of ethics that applies to all of our co-workers, including our principal executive officer, our principal financial officer, our principal accounting officer, our controllers and persons performing similar functions.

This code of ethical business conduct, called "Code of Conduct - Our Shared Principles", is available free of charge on our public website (www.tdsynnex.com) on the investor relations webpage.

1 unchanged sentence

Executive Compensation

The information required by this item is incorporated by reference from the information under the captions “Corporate Governance -- 2022 Directors’ Compensation Table,” “Corporate Governance -- Narrative to Directors’ Compensation Table,” “Executive Compensation,” and “Corporate Governance -- Compensation Committee Interlocks and Insider Participation” contained in the Proxy Statement.

The information required by this item is incorporated by reference from the information under the captions “Executive Compensation,” “Corporate Governance -- 2023 Directors’ Compensation Table,” “Corporate Governance -- Narrative to Directors’ Compensation Table,” and “Corporate Governance -- Compensation Committee Interlocks and Insider Participation,” contained in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item with respect to security ownership of certain beneficial owners and management is incorporated by reference from the information under the caption “Security Ownership of Certain Beneficial Owners and Management” contained in the Proxy Statement.

The information required by this item of Regulation S-K with respect to security ownership of certain beneficial owners and management is incorporated by reference from the information under the caption “Security Ownership of Certain Beneficial Owners and Management” contained in the Proxy Statement.

Equity Compensation Plan Information

The following table sets forth certain information regarding our equity compensation plans as of November 30, 2022:

The following table sets forth certain information regarding our equity compensation plans as of November 30, 2023 (shares and per share amounts, as stated):

Plan Category Number of securities

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(3) Includes 965,156 shares available-for-sale pursuant to our 2014 Employee Stock Purchase Plan.

Shares of common stock will be purchased at a price equal to 95% of the fair market value per share of common stock on either the first trading` day of the offering period or on the last trading day of the accumulation period, whichever is lower.

See Note 5 - Share Based Compensation of the Notes to the Consolidated Financial Statements for further information regarding the 2014 Employee Stock Purchase Plan.

13 unchanged sentences

Number Description of Document

1.1 Underwriting Agreement, dated as of January 25, 2023, among TD SYNNEX Corporation, the selling stockholders named therein and the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on January 26, 2023).

1.2 Underwriting Agreement, dated as of October 10 , 2023, among TD SYNNEX Corporation, the selling stockholders named therein and the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023 ).

2.1+ Agreement and Plan of Merger, dated as of March 22, 2021, by and among SYNNEX, Spire Sub I, Inc., Spire Sub II, LLC, and Tiger Parent (AP) Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 22, 2021).

3(i).1 Restated Certificate of Incorporation , as amended (incorporated by reference to Exhibit 3(i).1 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2022).

3(ii).1 Amended and Restated Bylaw s.

3(ii).1 Amended and Restated Bylaw s (incorporated by reference to Exhibit 3(ii).1 to the Company's Annual Report on Form 10-K for the year ended November 30, 2022)

4.1 Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended November 30, 2021).

49 unchanged sentences

Patrick Zammit, dated as of February 28, 2017 (incorporated by reference to Exhibit 10-21 to Tech Data Corporation’s Form 10-K filed on March 25, 2020).

10.24# Offer Letter dated January 25, 2021, by and between SYNNEX Corporation and Peter Larocque (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 26, 2021).

10.25# Advisor Agreement with Dwight Steffensen dated August 31, 2021 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on October 5, 2021).

Form of Change of Control Severance Plan (incorporated by reference to Exhibit 10.13 to Amendment No.

30 unchanged sentences

10.47 First Omnibus Amendment to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of August 22, 2022 by and among SIT Funding Corporation, TD SYNNEX Corporation, the lenders party thereto and The Toronto-Dominion Bank, as agent (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2022).

Amendment No.

1, dated as of May 22, 2023 to the Credit Agreement, dated as of April 16, 2021 among TD SYNNEX Corporation and named Initial Lenders and Citibank, N.A.

as administrative agent (incorp orated by reference to Exhibit 10.1 to the Compan y's Quarterly Report on Form 10-Q for the quarter ended May 3 1, 2023) .

10.49 Second Amendment to Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of May 30, 2023 by and among SIT Funding Corporation, TD SYNNEX Corporation, the lenders party thereto and The Toronto-Dominion Bank, as agent (i ncorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q f or the quarter ended May 31, 2023) .

Second Omnibus Amendment to the Fifth Amended and Restated Receivables Funding and Administration Agreement and the Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of December 11, 2023 by and among SIT Funding Corporation, TD SYNNEX Corporation, the originators party thereto, the lenders party thereto and the Toronto-Dominion Bank, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2023).

O ffer Letter dated Novem ber 28, 2023, by and between TD S YNNEX and Patrick Zammit (incorp orated by reference to E xhibit 10.1 to the Company's Current Repo rt on Form 8-K filed on Novem ber 30, 2023).

10.52 TD SYNNEX Corporation 2016 Management Incentive Plan .

21.1 Subsidiaries of the Company.

5 unchanged sentences

Section 1350).

97.1 TD SYNNEX Executive Incentive Compensation Recoupment Policy .

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

11 unchanged sentences

Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

+ The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

+ Schedules (or similar attachments) and certain information have been omitted pursuant to Items 601(a)(5), 601(a)(6) and/or 601(b)(10)(iv) of Regulation S-K.

TD SYNNEX hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S.

Securities and Exchange Commission upon request;

provided, however, that TD SYNNEX may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

15 unchanged sentences

/s/ Marshall W.

Witt Chief Financial Officer (Principal Financial and Principal Accounting Officer) January 23, 2023

/s/ Dennis Polk Executive Chair of the Board January 23, 2023

Witt Chief Financial Officer (Principal Financial Officer)

January 26, 2024

/s/ John Henry

Chief Accounting Officer (Principal Accounting Officer)

January 26, 2024

Vezina Chair of the Board

January 26, 2024

/s/ Robert Kalsow-Ramos Vice Chair of the Board January 26, 2024

2 unchanged sentences

Miau Chairman Emeritus of the Board January 26, 2024

Vezina Lead Independent Director January 23, 2023

/s/ Dennis Polk Director

January 26, 2024

/s/ Merline Saintil Director January 26, 2024

6 unchanged sentences

Zitzner Director January 26, 2024

/s/ Kathleen M.

Director January 26, 2024

/s/ Claude J.

Director January 26, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures