Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 SYNNEX Corporation (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☒ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents SYNNEX CORPORATION 44201 Nobel Drive Fremont, California 94538 June 9, 2021 Dear Stockholders: You are cordially invited to attend a special meeting of stockholders of SYNNEX Corporation, a Delaware corporation (which we refer to as “SYNNEX,” “we,” “us” or “our”). The special meeting will be completely virtual and conducted via live audio webcast because of the public health impact of the COVID-19 pandemic. The matters to be acted upon are described in the Notice of Special Meeting of Stockholders and Proxy Statement. The formal Notice of Special Meeting and the Proxy Statement have been made a part of this invitation. You will be able to attend the special meeting by first registering at https://viewproxy.com/synnex/2021sm/htype.asp. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Stockholders will be able to listen, vote, and submit questions during the virtual meeting. The purpose of the meeting is to consider and vote on proposals relating to the proposed acquisition of Tiger Parent (AP) Corporation, a Delaware corporation (which we refer to as “Tiger Parent”), the indirect parent entity of Tech Data Corporation, a Florida corporation (which we refer to as “Tech Data”). Regardless of whether you plan to attend the special meeting, we encourage you to vote your shares by mail, by telephone or through the internet following the procedures outlined below. On March 22, 2021, SYNNEX entered into an Agreement and Plan of Merger (which, as it may be amended from time to time, we refer to as the “Merger Agreement”) with Spire Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of SYNNEX (which we refer to as “Merger Sub I”), Spire Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of SYNNEX (which we refer to as “Merger Sub II”) and Tiger Parent, that provides for the acquisition of Tiger Parent by SYNNEX. Subject to approval of SYNNEX’ stockholders and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions, SYNNEX will acquire Tiger Parent through a two-step merger. Merger Sub I will merge with and into Tiger Parent, with Tiger Parent surviving the merger and becoming a wholly owned subsidiary of SYNNEX (which we refer to as the “Corporate Merger”). Immediately following the Corporate Merger, Tiger Parent will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of SYNNEX (which we refer to as the “LLC Merger”; the Corporate Merger and LLC Merger are referred to collectively as the “Merger”). The Merger is intended to be considered together as a single integrated transaction for U.S. federal income tax purposes and to qualify as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). If the Merger is completed, the aggregate consideration for all the issued and outstanding common shares, $0.01 par value, of Tiger Parent (which we refer to as “Tiger Parent common shares”) will consist of (i) $1.61 billion in cash ($1.1 billion in cash after giving effect to the $500 million equity contribution by Tiger Parent Holdings, L.P. (which we refer to as “Tiger Holdings”), Tiger Parent’s sole stockholder and an affiliate of Apollo Global Management, Inc. (which we refer to as “Apollo”), to Tiger Parent prior to the Effective Time) and (ii) 44 million shares of SYNNEX common stock, plus cash in lieu of any fractional shares of SYNNEX common stock, in each case, without interest (which we collectively refer to as the “Merger Consideration”). The SYNNEX common stock to be issued in connection with the Merger will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. SYNNEX is required to, within two business days after the closing of the Merger, file an automatically effective registration statement registering the resale of such shares. Table of Contents As more fully described in the accompanying proxy statement, SYNNEX’ stockholders will also be asked at the special meeting to approve the proposals to amend the Certificate of Incorporation of SYNNEX to (i) increase the number of authorized shares of SYNNEX common stock thereunder from 100 million shares to 200 million shares, in the form attached as Annex B and (ii) waive the corporate opportunity doctrine with respect to certain directors and certain other parties, in the form attached as Annex C. The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We encourage you to carefully read the accompanying proxy statement and the Merger Agreement attached as Annex A to the proxy statement. The board of directors of SYNNEX (which we refer to as the “Board”) carefully reviewed and considered the terms and conditions of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. By a unanimous vote, the Board (i) determined that the Merger Agreement and the transactions contemplated thereby, including the amendments to the Certificate of Incorporation of SYNNEX, the issuance of shares of SYNNEX common stock and the Merger, are fair to, and in the best interests of, SYNNEX and SYNNEX’ stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the amendments to the Certificate of Incorporation of SYNNEX, the issuance of shares of SYNNEX common stock in connection with the Merger, and the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed that the Merger Agreement, the issuance of shares of SYNNEX common stock in connection with the Merger and the amendments to the Certificate of Incorporation of SYNNEX be submitted to SYNNEX’ stockholders for their approval, and (iv) resolved to recommend that the stockholders of SYNNEX adopt the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the issuance of shares of SYNNEX common stock in connection with the Merger and the amendments to SYNNEX’ Certificate of Incorporation on the terms and subject to the conditions set forth in the Merger Agreement. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to adopt the Merger Agreement, “FOR” the proposal to approve the issuance of shares of SYNNEX common stock in connection with the Merger, “FOR” the proposal to adopt an amendment to the Certificate of Incorporation of SYNNEX to increase the number of authorized shares, “FOR” the proposal to adopt an amendment to the Certificate of Incorporation of SYNNEX to waive the corporate opportunity doctrine with respect to its directors and certain other parties, and “FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies. Your vote is important. Whether or not you plan to attend the special meeting and regardless of the number of shares of SYNNEX common stock you own, your careful consideration of, and vote on, the proposal to adopt the Merger Agreement, the proposals to amend the Certificate of Incorporation of SYNNEX and the other proposals contemplated by the Merger Agreement is important, and we encourage you to vote promptly. The failure to vote will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, the Authorized Share Charter Amendment Proposal and the Corporate Opportunity Charter Amendment Proposal, but will have no effect on the approval of the Share Issuance Proposal or the Adjournment Proposal. After reading the accompanying proxy statement, please make sure to vote your shares of SYNNEX common stock promptly (1) by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope, (2) by telephone or (3) through the internet by following the instructions on the accompanying proxy card.