13 unchanged sentences
Trading Arrangements
−Removed: On November 3, 2023 , Richard T.
−Removed: 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).
−Removed: 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.
+Added: On October 13, 2024 , Dennis Polk , a member of the Company’s Board of Directors and Hyve Solutions Executive , adopted a trading arrangement on behalf of the Polk family trust of which Mr.
+Added: Polk is a trustee, 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).
+Added: The Rule 10b5-1 trading arrangement provides for the sale of up to 35,853 shares of common stock until February 3, 2026 pursuant to the terms of the plan.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: 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”).
+Added: 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 2025 Annual Meeting of Stockholders to be held on April 2, 2025 (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.”
4 unchanged sentences
Future amendments or waivers relating to the code of ethics will be disclosed on the webpage referenced in this paragraph within five (5) business days following the date of such amendment or waiver.
+Added: With respect to Item 408(b) of Regulation S-K, the Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to the Company and its personnel, including officers, directors, all other co-workers of the Company and its subsidiaries, and other covered persons.
+Added: The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
+Added: A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Executive Compensation
22 unchanged sentences
(2) Includes the number of shares reserved for issuance under our 2020 Plan.
−Removed: The number of shares initially authorized for issuance under our 2020 Plan will not exceed the sum of (i) 2,493,196 shares of common stock plus (ii) any shares under the 2013 Plan that that are subject to outstanding awards to the extent those awards expire, terminate or are canceled for any reason prior to exercise without the issuance or delivery of such shares, any shares subject to vesting restrictions that are subsequently forfeited, and any reserved shares not issued or subject to outstanding awards, up to a maximum of 1,443,193 shares.
+Added: The number of shares initially authorized for issuance under our 2020 Plan will not exceed the sum of (i) 2,493,196 shares of common stock plus (ii) any shares under the 2013 Plan that are subject to outstanding awards to the extent those awards expire, terminate or are canceled for any reason prior to exercise without the issuance or delivery of such shares, any shares subject to vesting restrictions that are subsequently forfeited, and any reserved shares not issued or subject to outstanding awards, up to a maximum of 1,443,193 shares.
Due to antidilution provisions in the 2020 TD SYNNEX Plan the number of authorized shares was increased by 2,620,859 shares following the Separation.
16 unchanged sentences
Number Description of Document
−Removed: 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).
−Removed: 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).
−Removed: 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)
+Added: 3(ii).1 Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii).1 to the Company’s Current Report on Form 8-K filed on September 30, 2024).
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).
4 unchanged sentences
4.6 Fourth Supplemental Indenture, dated as of August 9, 2021, between SYNNEX Corporation and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
+Added: 4.7 Fifth Supplemental Indenture, dated as of April 12, 2024, by and between TD SYNNEX Corporation and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on April 12, 2024).
4.8 Form of $700,000,000 1.250% Senior Notes due 2024 (included as Exhibit A to Exhibit 4.2) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
2 unchanged sentences
4.11 Form of $500,000,000 2.650% Senior Notes due 2031 (included as Exhibit A to Exhibit 4.5) (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
+Added: 4.12 Form of $600,000,000 6.100% Senior Notes due 2034 (included as Exhibit A to Exhibit 4.
+Added: 7 ) (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on April 12, 2024).
4.13 Registration Rights Agreement, dated as of August 9, 2021, by and between SYNNEX Corporation and Citigroup Global Markets Inc., as representative of the initial purchasers of the Notes (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: 4.12 MiTAC Letter Agreement, dated as of September 3, 2021, by and between SYNNEX Corporation, Silver Star Developments Ltd.
−Removed: And Peer Developments Ltd.
−Removed: (incorporated by reference to Exhibit 4.12 to the Company's Annual Report on Form 10-K for the year ended November 30, 2021).
10.1# SYNNEX Corporation 2013 Stock Incentive Plan (incorporated by reference to the Company’s 2013 Proxy Statement on Schedule 14A (File No.
22 unchanged sentences
TD SYNNEX Corporation 2014 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.20# to the Company's Annual Report on Form 10-K for the year ended November 30, 2021).
−Removed: SYNNEX Corporation 2016 Management Incentive Plan (incorporated by reference to the Company’s 2016 proxy statement on Schedule 14A (File No.
−Removed: 001-31892) filed on February 25, 2016).
Offer Letter with Richard Hume dated August 31, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
15 unchanged sentences
333-108543)).
−Removed: 10.27 Master HP Partner Agreement, dated as of March 1, 2011, by and between the Company and Hewlett-Packard Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 7, 2011).
−Removed: 10.28 Joint Sales and Marketing Agreement, dated as of May 6, 2002, by and between the Company and MiTAC International Corporation (incorporated by reference to Exhibit 10.16 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-108543)).
10.26 Separation and Distribution Agreement between SYNNEX Corporation and Concentrix Corporation, dated as of November 30, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 2, 2020).
22 unchanged sentences
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.
−Removed: 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) .
−Removed: 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) .
+Added: as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2023).
+Added: 10.46 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 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for 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).
−Removed: 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).
−Removed: 10.52 TD SYNNEX Corporation 2016 Management Incentive Plan .
+Added: Offer Letter dated November 28, 2023, by and between TD SYNNEX and Patrick Zammit (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 30, 2023).
+Added: 10.49 TD SYNNEX Corporation 2016 Management Incentive Plan (incorporated by reference to Exhibit 10.52 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2023) .
+Added: Fourth Amendment to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of March 29, 2024 by and among TD SYNNEX Corporation, SIT Funding Corporation, the originators party thereto, the lenders party thereto and the Toronto-Dominion Bank, as agent (i ncorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2 024).
+Added: Advisor Agreement with Duane Zitzner dated March 21, 2024 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2024).
+Added: TD SYNNEX Corporation 2024 Employee Stock Purchase Plan (incorporated by reference to the Company’s 2024 Proxy Statement on Schedule 14A (File No.
+Added: 001-31892) filed on February 5, 2024)
+Added: Amended and Restated Credit Agreement, dated as of April 16, 2024, by and among TD SYNNEX Corporation, the lenders party thereto and Citibank, N.A., as agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 22, 2024).
+Added: Credit Agreement, dated as of April 19, 2024, by and among TD SYNNEX Corporation, the lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 22, 2024).
+Added: Severance Agreement, dated July 1, 2024, by and between TD SYNNEX Corporation and Michael Urban (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 15, 2024).
+Added: Offer Letter dated June 19, 2024, by and between TD SYNNEX Corporation and Patrick Zammit (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 20, 2024).
+Added: Third 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 August 1, 2024 by and among TD SYNNEX Corporation, SIT Funding Corporation, the originators party thereto, the lenders party thereto, and the Toronto-Dominion Bank, as agent (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 2024).
+Added: Fifth 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 12, 2024 by and among SIT Funding LLC, TD SYNNEX Corporation, the originators party thereto, the lenders and managing agents party thereto and the Toronto-Dominion Bank, as administrative agent (inc orporated by reference to Exhibit 10.1 to the Compan y's Cu rrent Report on Form 8-K filed on December 17, 2024).
+Added: Amendment No.
+Added: 4 to the TD SYNNEX Corporation 2020 Stock Incentive Plan .
+Added: Form of Notice of Restricted Stock Award and Restricted Stock Agreement (U.S.) (Effective December 1, 2024) .
+Added: Form of Notice of Restricted Stock Award and Restricted Stock Agreement (non-U.S.) (Effective December 1, 2024) .
+Added: Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (time-based) (U.S.) (Effective December 1, 2024).
+Added: Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (time-based) (non-U.S.) (Effective December 1, 2024).
+Added: Form of Notice of Performance-Based Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Agreement (U.S.) (Effective December 1, 2024).
+Added: Form of Notice of Performance-Based Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Agreement (non-U.S.) (Effective December 1, 2024).
+Added: Amendment No.
+Added: 5 to the TD SYNNEX Corporation 2020 Stock Incentive Plan .
+Added: 19.1 I nsider Trading Policy .
21.1 Subsidiaries of the Company.
5 unchanged sentences
Section 1350).
−Removed: 97.1 TD SYNNEX Executive Incentive Compensation Recoupment Policy .
+Added: 97.1 TD SYNNEX Executive Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2023) .
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.
21 unchanged sentences
TD SYNNEX CORPORATION
−Removed: /s/ Richard T.
+Added: /s/ Patrick Zammit
+Added: Patrick Zammit
Chief Executive Officer
POWER OF ATTORNEY
−Removed: KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard T.
−Removed: Hume and Marshall W.
+Added: KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick Zammit and Marshall W.
Witt, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
1 unchanged sentence
Name Title Date
−Removed: /s/ Richard T.
−Removed: Hume Chief Executive Officer (Principal Executive Officer) and Director January 26, 2024
+Added: /s/ Patrick Zammit
+Added: Chief Executive Officer (Principal Executive Officer) and Director January 24, 2025
+Added: Patrick Zammit
/s/ Marshall W.
6 unchanged sentences
January 24, 2025
−Removed: /s/ Robert Kalsow-Ramos Vice Chair of the Board January 26, 2024
−Removed: Robert Kalsow-Ramos
−Removed: /s/ Matthew F.C.
−Removed: Miau Chairman Emeritus of the Board January 26, 2024
−Removed: /s/ Dennis Polk Director
+Added: /s/ Kathleen M.
January 24, 2025
−Removed: /s/ Merline Saintil Director January 26, 2024
−Removed: Merline Saintil
−Removed: /s/ Nayaki Nayyar Director January 26, 2024
+Added: /s/ Ting Herh
+Added: January 24, 2025
+Added: /s/ Richard T.
+Added: Director January 24, 2025
+Added: Director January 24, 2025
+Added: /s/ Nayaki Nayyar
+Added: Director January 24, 2025
Nayaki Nayyar
−Removed: Breidenbach Director January 26, 2024
−Removed: /s/ Matthew Nord Director January 26, 2024
−Removed: /s/ Hau Lee Director January 26, 2024
−Removed: Zitzner Director January 26, 2024
−Removed: /s/ Kathleen M.
+Added: /s/ Dennis Polk
Director January 24, 2025
1 unchanged sentence
Director January 24, 2025
+Added: /s/ Merline Saintil
+Added: Director January 24, 2025
+Added: Merline Saintil
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.