On September 24, 2024, the board of directors (the “Board”) of TD SYNNEX Corporation (the “Company”) approved and adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws are effective September 24, 2024. Among other things, the amendments effected by the Amended and Restated Bylaws are as follows:
•Remove language originally included in the current amended and restated bylaws in connection with the merger between the Company and Tiger Parent (AP) Corporation (the “Merger”), many of which provisions ceased to have any effect after April 9, 2024, including, among other things, references generally to the rights or obligation set forth in that certain Investor Rights Agreement dated September 1, 2021, by and between the Company and Tiger Parent Holdings, L.P.
•Clarify timely notice requirements for a stockholder to make any nomination of a person for election to the Board at a special meeting, including by requiring the stockholders’ notice to be received not more than one hundred twenty (120) days prior to such special meeting and not later than the close of business of the ninetieth day prior to such special meeting, or, if later, then the close of business on the tenth (10th) day following the day on which public announcement of the date of such special meeting is first made.
•Update provisions relating to the list of stockholders entitled to vote at stockholder meetings to more closely align with recent amendments to the Delaware General Corporation Law.
•Provide that the Board shall have the power to adopt, amend or repeal the bylaws by the vote of at least a majority of the directors then in office, rather than the approval of at least sixty-six and two thirds of the total number of authorized directors.
•Provide that the stockholders shall have the power to adopt, amend or repeal the bylaws by the affirmative vote of the holders of at least a majority of the voting power of all the then outstanding shares of the stock of the corporation entitled to vote generally in the election of directors, rather than the holders of at least sixty-six and two thirds percent of such voting power, subject to any additional vote required by law or by the Company’s certificate of incorporation.
•Update provisions relating to the forum for adjudication of disputes, including, among other things:
◦adding that the Court of Chancery of the State of Delaware is the exclusive forum for any action or proceeding to interpret, apply, enforce, or determine the validity of the Company’s certificate of incorporation or the Amended and Restated Bylaws, unless the Company consents in writing to the selection of an alternative forum;
◦designating the federal district courts of the United States as the sole and exclusive forum for any complaint asserting a cause of action under the Securities Act of 1933, unless the Company consents in writing to the selection of an alternative forum;
◦providing that failure to enforce such provisions would cause the Company irreparable harm and the Company shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the provisions.
The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes.
As the Company’s current certificate of incorporation provides that the Board shall have the power to adopt, amend or repeal the bylaws by a vote of at least sixty-six and two thirds of the authorized directors, and further provides that the stockholders shall have the power to adopt, amend or repeal the bylaws by an affirmative vote of the holders of at least sixty-six and two thirds percent of the voting power of the Company’s outstanding stock, the Board intends to approve, and submit to its stockholders for approval, amendments to its certificate of incorporation in connection with its next annual meeting to reduce such supermajority voting standard to a majority standard to align with these changes to the bylaws.