SCHEDULE 14A-A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Tech Data Corporation
(Name of Registrant as Specified In Its Charter)
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[LOGO] TECH DATA(R)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date: June 4, 2002
Time: 4:00 p.m.
Place: Tech Data Corporation
5350 Tech Data Drive
Clearwater, Florida 33760
(727) 539-7429
Matters to be voted on:
1. Elect four directors.
2. Approval of an amendment to the Non-Employee Directors' 1995
Non-Statutory Stock Option Plan to increase the number of shares which
may be issued from 100,000 to 200,000 shares.
3. Approval of the Executive Compensation and Incentive Bonus Plan
authorizing the award of annual cash bonuses.
4. Any other matters properly brought before the shareholders at the
meeting.
By order of the Board of Directors,
/s/ Arthur W. Singleton
Arthur W. Singleton
Corporate Vice President, Treasurer and Secretary
May 7, 2002
TECH DATA CORPORATION
5350 Tech Data Drive
Clearwater, Florida 33760
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Tech Data
Corporation (the "Company") for the 2002 Annual Meeting of Shareholders ("Annual
Meeting") to be held on Tuesday, June 4, 2002 at 4:00 p.m., or any adjournment
thereof. Your vote at the Annual Meeting is important to us. Please vote your
shares and complete, sign and return the enclosed proxy form. This proxy
statement, proxy and Annual Report of the Company were mailed on or about May 7,
2002.
GENERAL INFORMATION
Who can vote?
You can vote your shares if our records show that you owned the shares on
April 12, 2002. Each outstanding share of Common Stock is entitled to one vote.
There were 55,987,422 outstanding shares of Common Stock entitled to vote as of
April 12, 2002.
How do I vote?
You can vote in person or by proxy. Follow the instructions on the
proxy to vote for the matters to be considered at the Annual Meeting. The
proxyholders named on the proxy will vote your shares as you instruct. If you
vote by proxy and later are able to attend the Annual Meeting in person you may
revoke the proxy and vote at the meeting.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote on a proposal, you can change your vote
either by giving the Company's Secretary a written notice revoking your proxy or
by signing, dating and returning to us a new proxy. We will honor the proxy with
the latest date.
How are votes counted?
A quorum must be present for the transaction of business. A quorum is
present if the holders of a majority of the outstanding shares of Common Stock
entitled to vote are present in person or represented by proxy.
Abstentions will be counted as present shares for quorum purposes but will
be considered negative votes for voting purposes.
Shares held by nominees for beneficial owners will be counted for quorum
purposes if the nominee has the discretion to vote on at least one of the
matters presented, even if the beneficial owner has not given the nominee voting
instructions (a "broker non-vote"). Because abstentions will be counted as
shares that are present at the meeting, abstentions will be the equivalent of
negative votes. Broker non-votes will not be counted as either votes for or
against matters presented for shareholder consideration, but will have the same
effect as votes against the matters.
What will be voted on at the meeting?
The business to be voted on at this year's Annual Meeting is to elect one
director to serve a term of two years and three directors to serve for terms of
three years, all to serve until their successors are duly qualified and elected.
Under Florida corporate law, if a quorum exists, directors are elected by a
plurality of the votes cast by the shares entitled to vote in the election. The
biographies of all directors, including the nominated directors, are provided
herein. In addition, shareholders will vote on the approval of an amendment to
the Non-Employee Directors' 1995 Non-Statutory Stock Option Plan and the
approval of the Executive Compensation and Incentive Bonus Plan.
What if other matters come up at the Annual Meeting?
The matters described in this proxy statement are the only matters we know
will be voted on at the Annual Meeting. Any other matters properly presented at
the meeting will be voted on by the proxyholders as they see fit.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 12, 2002, by (i)
each person known by the Company to own beneficially more than 5% of the shares
of the Company's Common Stock, (ii) each of the Company's directors, (iii) the
Company's Executive Officers (as defined under "Executive Compensation"), and
(iv) such directors and all executive officers as a group.
Name of Amount and Percent of
Beneficial Owner(1) Nature of Beneficial Ownership(2) Class
------------------- --------------------------------- -----
Charles E. Adair 19,000 (3) *
Maximilian Ardelt 6,900 (4) *
Nestor Cano 6,765 (5) *
James M. Cracchiolo 4,500 (6) *
Daniel M. Doyle 17,500 (7) *
Jeffery P. Howells 95,236 (8) *
Kathy Misunas 4,000 (9) *
Perry M. Monych 27,660 (10) *
Joseph A. Osbourn 26,917 (11) *
Steven A. Raymund 2,735,043 (12) 4.8%
David M. Upton 8,920 (13) *
John Y. Williams 12,500 (14) *
All executive officers and directors
as a group (28 persons) 3,658,024 (15) 6.3%
AXA Assurances I.A.R.D. Mutuelle 7,702,456 (16) 13.8%
370, rue Saint Honore
75001 Paris, France
FMR Corp. 7,498,883 (17) 13.4%
82 Devonshire Street
Boston, Massachusetts 02109
Merrill Lynch & Co., Inc. 2,965,170 (18) 5.3%
World Financial Center, North Tower
250 Vesey Street, New York, NY 10381
Neuberger Berman, Inc. 2,796,295 (19) 5.0%
605 Third Avenue
New York, NY 10158-3698
* Beneficial ownership represents less than 1% of the Company's outstanding
shares of Common Stock.
(1) The address for all of the above-listed beneficial owners (except as
otherwise set forth) is: 5350 Tech Data Drive, Clearwater, Florida 33760.
(2) Under the rules of the Securities and Exchange Commission, a person is
deemed to be a "beneficial owner" of a security if that person has or
shares "voting power", which includes the power to vote or to direct the
voting of such security, or "investment power", which includes the power to
dispose of or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person has
the right to acquire beneficial ownership within sixty (60) days. Under
these rules, more than one person may be deemed to be a beneficial owner of
the same securities and a person may be deemed to be a beneficial owner of
securities as to which he has no beneficial interest.
(3) Includes 9,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002.
(4) Includes 6,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002. Pursuant to
a Share Purchase Agreement, dated April 14, 1998, between Klockner & Co. AG
("Klockner") and the Company regarding the Company's acquisition of
Computer 2000 AG, E.ON AG (formerly known as VIAG AG), the ultimate parent
of Klockner, became entitled to nominate one individual to the Board of
Directors of the Company. E.ON AG nominated Maximilian Ardelt to serve on
the Company's Board of Directors. AVIGA GmbH (a subsidiary of E.ON AG) is
the current beneficial owner of $300,000,000 principal amount of the
Company's 5% Convertible Subordinated Debentures, due July 2003, which are
convertible into 5,333,100 shares of the Company's common stock. Mr. Ardelt
disclaims beneficial ownership of such securities owned by AVIGA GmbH.
2
(5) Includes 6,600 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002. Also
includes 165 shares in his Tech Data Corporation 401(k) Savings Plan (the
"401(k) Savings Plan") account.
(6) Includes 4,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002.
(7) Includes 17,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002.
(8) Includes 82,900 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002. Also
includes 1,916 shares held in his 401(k) Savings Plan account.
(9) Includes 2,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002.
(10) Includes 26,400 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002. Also
includes 260 shares held in his 401(k) Savings Plan account.
(11) Includes 26,400 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002 and 17
shares held in his 401(k) Savings Plan account.
(12) Includes 918,480 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002; includes
1,711,605 shares owned by a partnership which is indirectly owned by Mr.
Raymund; includes 28,500 shares owned by inter vivos trusts of which he is
a trustee; and includes 74,458 shares held in his 401(k) Savings Plan
account.
(13) Includes 8,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002.
(14) Includes 7,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002.
(15) Includes 1,759,181 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 12, 2002. Also
includes 90,709 shares held in the 401(k) Savings Plan accounts of the
Company's executive officers.
(16) Based on information provided in a Schedule 13G dated February 11, 2002
filed with the Securities and Exchange Commission by AXA Assurances
I.A.R.D. Mutuelle ("I.A.R.D.") and certain related entities (collectively,
the "AXA Entities"). Each of I.A.R.D., AXA Assurances Vie Mutuelle, AXA
Conseil Vie Assurance Mutuelle, AXA Courtage Assurance Mutuelle, and AXA
Financial, Inc. (through its subsidiary Alliance Capital Management L.P.)
share voting power with respect to 858,904 shares. The AXA Entities have
sole voting power with respect to 4,294,788 shares and sole dispositive
power with respect to 7,690,756 shares.
(17) Based on information provided in a Schedule 13G (Amendment No. 2) dated
February 14, 2002 filed with the Securities and Exchange Commission by FMR
Corp. ("FMR"), Edward C. Johnson 3d ("Mr. Johnson"), and Abigail P. Johnson
("Ms. Johnson"). Fidelity Management & Research Company ("Fidelity"), a
wholly-owned subsidiary of FMR, is the beneficial owner of 6,886,063 shares
of common stock as a result of acting as investment advisor to various
investment companies. Mr. Johnson, FMR (through its control of Fidelity)
and various funds each has sole power to dispose of 6,886,063 shares owned
by such funds. Neither FMR nor Mr. Johnson has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity funds, which
power resides with the funds' Boards of Trustees. Fidelity carries out the
voting of the shares under written guidelines established by the funds'
Boards of Trustees. Fidelity Management Trust Company ("Fidelity
Management"), a wholly-owned subsidiary of FMR, is the beneficial owner of
567,220 shares as a result of its serving as investment manager for various
institutional accounts. Mr. Johnson and FMR (through its control of
Fidelity Management) each has sole dispositive power over, and the sole
power to vote or to direct the voting of 551,120 shares held by such
institutional accounts. In addition, members of the Johnson family,
including Mr. Johnson and Ms. Johnson, are deemed to form a controlling
group with respect to FMR under the Investment Company Act of 1940.
(18) Based on information provided in a Schedule 13G dated January 30, 2002
filed with the Securities and Exchange Commission which reported that
Merrill Lynch & Co., Inc. (on behalf of Merrill Lynch Investment Managers)
had sole voting power and sole dispositive power with respect to none of
these shares.
(19) Based on information provided in a Schedule 13G dated February 11, 2002
filed with the Securities and Exchange Commission which reported that
Neuberger Berman, Inc. (together with its affiliates Neuberger Berman, LLC,
Neuberger Berman Management, Inc. and Neuberger Berman Focus Fund) had sole
voting power with respect to 1,295 of these shares and sole dispositive
power with respect to none of these shares.
3
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Proxies in the accompanying form will be voted at the meeting, unless authority
to do so is withheld, in favor of the election as directors of the nominees
named below.
Pursuant to the Company's Amended and Restated Articles of Incorporation, the
Board of Directors is divided into three classes, terms of which expire
alternately over a three-year period. One director is to be elected at this
Annual Meeting to hold office for a term of two years expiring at the 2004
Annual Meeting and three directors are to be elected at this Annual Meeting to
hold office for terms of three years expiring at the 2005 Annual Meeting, all to
hold office until their successors shall have been elected and qualified. In the
event any nominee is unable to serve, the persons designated as proxies may cast
votes for other persons as substitute nominees. The Board of Directors has no
reason to believe that any of the nominees named below will be unavailable, or
if elected, will decline to serve. The Board of Directors unanimously voted
"FOR" the nomination of the following nominees.
Principal Occupation Director
Nominee Age and Other Information Since
------- --- --------------------- -----
NOMINEE FOR DIRECTOR - TERM TO EXPIRE 2004
Maximilian Ardelt 62 Maximilian Ardelt has been a member of the Board of Management of 1998
VIAG AG, Munich (a group of companies engaged in energy,
telecommunications and industrial activities which recently merged
to become E.ON AG) since 1994, responsible for the
Telecommunications Division and Information Systems. Mr. Ardelt is
currently the Chief Executive Officer of VIAG Telecom AG (a
wholly-owned subsidiary of E.ON AG). In addition, Mr. Ardelt is a
member of the Supervisory Boards of the following companies:
Computer 2000 AG, Tech Data Germany AG, Georgsmarienhutte Holding
GmbH, Radex-Heraklith Indistriebeteiligungs AG, CeWeColor AG & Co.
oHG, Getmobile AG, Monzoon AG and Fraunhofer Gesellschaft. Mr.
Ardelt holds a Masters Degree in Engineering from Technical
University Berlin.
NOMINEES FOR DIRECTOR - TERMS TO EXPIRE 2005
James M. Cracchiolo (1)(2) 44 James M. Cracchiolo has been employed by American Express Company 1999
since 1982. He is currently Group President, Global Financial
Services, a position he assumed in June 2000. He is responsible for
all of American Express' financial services businesses globally, as
well as International Payments. As part of his responsibilities,
Mr. Cracchiolo also serves as Chairman and Chief Executive Officer
of American Express Financial Advisors, and Chairman of American
Express Bank. He is also a Director on the American Express
International Bank Board. Mr. Cracchiolo holds a B.S. Degree in
Accounting and Economics and a Masters Degree in Business
Administration both from New York University.
Jeffery P. Howells 45 Jeffery P. Howells, Executive Vice President and Chief Financial 1998
Officer joined the Company in October 1991 as Vice President of
Finance and assumed the responsibilities of Chief Financial Officer
in March 1992. In March 1993, he was promoted to Senior Vice
President and Chief Financial Officer and was promoted to Executive
Vice President and Chief Financial Officer in March 1997. From 1979
to 1991, he was employed by Price Waterhouse. Mr. Howells is a
Certified Public Accountant and holds a B.B.A. Degree in Accounting
from Stetson University.
4
Principal Occupation Director
Nominee Age and Other Information Since
------- --- --------------------- -----
NOMINEE FOR DIRECTOR - TERM TO EXPIRE 2005 - continued
David M. Upton (1)(2) 42 David M. Upton has been on the faculty of the Harvard Business 1997
School since 1989. He currently teaches courses in Technology and
Operations Management and is the faculty chair of Harvard's
executive course - Building Competitive Advantage through
Operations. Dr. Upton holds a Masters Degree in Manufacturing from
King's College, Cambridge University and also holds a Ph.D. in
Industrial Engineering from Purdue University.
DIRECTORS CONTINUING IN OFFICE - TERMS TO EXPIRE 2004
Charles E. Adair (1)(2) 54 Charles E. Adair has been a partner of Cordova Ventures or Kowaliga 1995
Capital, Inc. (venture capital and fund management companies) since
1993, where he serves as manager of venture capital funds. Mr.
Adair was associated with Durr-Fillauer Medical, Inc., a
pharmaceutical and medical products distribution company, where he
served in various capacities, including President and Chief
Operating Officer from 1981 to 1992. Mr. Adair also serves on the
Board of Directors of Performance Food Group Company (a food
distributor) and numerous privately-held companies associated with
Cordova's venture capital fund investments. Mr. Adair is a
Certified Public Accountant and holds a B.S. Degree in Accounting
from the University of Alabama.
John Y. Williams (1)(2) 59 John Y. Williams has been a Managing Director of Grubb & Williams, 1988
Ltd. ("GWL"), (an Atlanta-based merchant banking firm) since 1987
and a Managing Director of Equity-South Advisors, LLC (a merchant
banking affiliate of GWL) since January 1995. Prior thereto, he was
an investment banker for more than 18 years with several firms. Mr.
Williams is a director of several privately-held companies in
connection with his merchant banking business. Mr. Williams holds a
B.S. Degree in Industrial Engineering from Georgia Institute of
Technology and a Masters Degree in Business Administration from the
Harvard Business School.
DIRECTORS CONTINUING IN OFFICE - TERMS TO EXPIRE 2003
Daniel M. Doyle (1)(2) 61 Daniel M. Doyle has been Chairman of the Board and Chief Executive 1994
Officer of BrainBuzz.com, Inc. (a portal for IT professionals)
since May 1999. Mr. Doyle was the Chief Executive Officer of Danka
Business Systems PLC (an office equipment and service company) from
1977 to 1998. Mr. Doyle attended John Carroll University.
5
Principal Occupation Director
Nominee Age and Other Information Since
------- --- --------------------- -----
DIRECTORS CONTINUING IN OFFICE - TERMS TO EXPIRE 2003 - continued
Kathy Misunas (1)(2) 51 Kathy Misunas has been a business advisor since June 2000. Ms. 2000
Misunas was Chief Executive Officer and President of brandwise LLC
(an e-commerce comparison shopping/purchasing portal) from 1999
through June 2000. Ms. Misunas was employed by Reed Elsevier PLC (a
publishing company) from 1996 to 1998 serving as Chief Executive
Officer of Reed Travel Group. From 1973 to 1995, Ms. Misunas was
employed by AMR Corporation (a major airline company) serving as
President and Chief Executive Officer of the SABRE Group (a
subsidiary of AMR Corporation) from 1993 to 1995. Ms. Misunas
attended Moravian College and American University.
Steven A. Raymund 46 Steven A. Raymund has been employed by the Company since 1981. He 1986
has served as Chief Executive Officer since January 1986 and as
Chairman of the Board since April 1991. In January 1996, Mr.
Raymund became a Director of Jabil Circuit, Inc. (a provider of
electronic manufacturing services). He has a B.S. Degree in
Economics from the University of Oregon and a Masters Degree from
the Georgetown University School of Foreign Service.
(1) Member of the Compensation Committee and Stock Option Committee.
(2) Member of the Audit Committee.
The Board of Directors held four meetings during the fiscal year ended January
31, 2002. The current standing committees of the Board of Directors are the
Audit Committee, the Compensation Committee and the Stock Option Committee. The
Board of Directors does not have a Nominating Committee. The Audit Committee and
the Stock Option Committee met four times and the Compensation Committee met
twice during the fiscal year ended January 31, 2002. All directors attended at
least 75% of the meetings of the Board of Directors and all Committees on which
they served during the fiscal year ended January 31, 2002. The function of the
Audit Committee is to meet periodically with the Company's independent and
internal auditors to review the scope and results of their audits and to
consider various accounting and auditing matters related to the Company,
including its internal control structure. The Audit Committee also makes
recommendations to the Board of Directors regarding the independent public
accountants to be appointed as the Company's auditors. The function of the
Compensation Committee is to meet periodically to review and recommend
management compensation plans. The function of the Stock Option Committee is to
meet periodically to review and recommend stock compensation plans, including
the granting of stock options under such plans.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the fiscal year ended January 31, 2002, the executive officers and
directors of the Company filed with the Securities and Exchange Commission (the
"SEC") on a timely basis all required reports relating to transactions involving
equity securities of the Company beneficially owned by them. The Company has
relied on the written representation of its executive officers and directors and
copies of the reports they have filed with the SEC in providing this
information.
6
REPORT OF THE AUDIT COMMITTEE
The Audit Committee reviews the Company's financial reporting process on behalf
of the Board of Directors. The Audit Committee is composed of six independent
directors and operates under a written Charter which was adopted by the Board of
Directors on April 4, 2000. No member of the Audit Committee is employed by or
has any material relationship with the Company. Management has the primary
responsibility for preparing the financial statements and the reporting process,
including the Company's systems of internal controls. In fulfilling its
oversight responsibilities, the Audit Committee reviewed the audited financial
statements in the Annual Report on Form 10-K with management, including a
discussion of the quality, not just the acceptability, of the accounting
principles, and the clarity of financial statement disclosures.
The Audit Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality and the acceptability of the Company's financial reporting and such
other matters as are required to be discussed with the Audit Committee under
generally accepted auditing standards. In addition, the Audit Committee received
from and discussed with the independent auditors the written disclosure and the
letter required by Independence Standards Board Standard No. 1 ("Independence
Discussions with Audit Committees") and considered the compatibility of
non-audit services with the auditors' independence. The Audit Committee also
discussed with the independent auditors any matters required to be considered by
Statement on Auditing Standards No. 61 ("Communication with Audit Committees").
The Audit Committee also discussed with the independent auditors and the
Company's internal audit director the overall scope and plans for their
respective audits. The Audit Committee periodically met with the independent
auditors and the internal audit director, with and without management present,
to discuss the results of their examinations, their evaluations of the Company's
internal controls, and the overall quality of the Company's financial reporting.
In reliance on these reviews and discussions, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in the
Annual Report on Form 10-K for the fiscal year ended January 31, 2002 for filing
with the Securities and Exchange Commission.
AUDIT COMMITTEE
Charles E. Adair, Chairman
James M. Cracchiolo
Daniel M. Doyle
Kathy Misunas
David M. Upton
John Y. Williams
The report of the Audit Committee shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934 (together, the "Acts"), except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
PRINCIPAL ACCOUNTING FIRM FEES
Audit Fees
The aggregate fees billed by the Company's principal accounting firm, Ernst &
Young LLP for professional services rendered for the audit of the annual
financial statements for the year ended January 31, 2002 and the reviews of the
financial statements included in the Forms 10-Q for that year were $1,257,000.
All Other Fees
Ernst & Young LLP also billed the Company $1,127,000 which was principally
related to tax services. Ernst & Young LLP did not provide services related to
financial information systems design or implementation. The Audit Committee has
determined that the provision of the non-audit services described above is
compatible with maintaining Ernst & Young LLP's independence.
7
EXECUTIVE COMPENSATION
The following table presents certain summary information concerning
compensation paid or accrued by the Company for services rendered in all
capacities during the fiscal years ended January 31, 2002, 2001 and 2000 for (i)
the Chief Executive Officer of the Company and (ii) each of the four other most
highly compensated executive officers of the Company (determined as of the end
of the last fiscal year) whose total annual salary and bonus exceeded $100,000
(collectively, the "Executive Officers").
Summary Compensation Table
Long-term
Compensation
Annual Compensation (1) Awards
----------------------- ------
Name and Options All Other
Principal Position Year Salary Bonus (2) Other (Shares) Compensation (3)
------------------ ---- ------ --------- ----- --------- ----------------
Steven A. Raymund 2002 $1,000,000 $ 800,000 $15,000 80,000 $ 5,000
Chairman of the Board 2001 975,000 1,706,000 7,000 120,000 5,000
of Directors and Chief 2000 800,000 800,000 5,000 140,000 33,000
Executive Officer
Nestor Cano (4) 2002 560,000 312,000 11,000 60,000 18,000
President of Worldwide 2001 451,000 650,000 10,000 90,000 7,000
Operations 2000 285,000 154,000 5,000 70,000 76,000
Jeffery P. Howells 2002 485,000 252,000 5,000 50,000 5,000
Executive Vice President 2001 425,000 550,000 5,000 65,000 5,000
and Chief Financial Officer 2000 400,000 200,000 5,000 80,000 3,000
Perry M. Monych (5) 2002 410,000 164,000 9,000 40,000 108,000
President of U.S. Operations 2001 36,000 36,000 5,000 40,000 -
Joseph A. Osbourn (6) 2002 410,000 164,000 5,000 40,000 83,000
Executive Vice President 2001 106,000 106,000 5,000 40,000 59,000
and Worldwide Chief
Information Officer
(1) Includes amounts deferred under the Company's retirement savings and
deferred compensation plans.
(2) Amounts reflected for bonuses are based on performance for the indicated
fiscal year and are approved by the Board of Directors in March or April
following the end of the fiscal year.
(3) All other compensation for fiscal 2002 relates to Company matching
contributions to the Executive Officers' 401(k) Savings Plan account,
except Mr. Cano received relocation reimbursement of $17,000, Mr. Monych
received relocation reimbursement of $107,000 and Mr. Osbourn received
relocation reimbursement of $83,000.
(4) Mr. Cano became an executive officer of the Company in March 1999 when he
was appointed Executive Vice President of U.S. Sales and Marketing. In
January 2000, he was promoted to President of the Americas and in August
2000, he was promoted to President of Worldwide Operations. Prior to March
1999, Mr. Cano was Managing Director of Computer 2000 Spain, a subsidiary
of Computer 2000 AG, which was acquired by the Company in July 1998.
(5) Mr. Monych joined the Company in December 2000.
(6) Mr. Osbourn joined the Company in October 2000.
8
Option Grants in Last Fiscal Year
The following table provides details regarding stock options granted to the
Executive Officers during the fiscal year ended January 31, 2002.
Number of % of Total
Options Options
Granted Granted to Grant Date
in Employees in Exercise Expiration Present
Name 2002(1) Fiscal Year Price Per Share Date Value(2)
---- ------- ----------- --------------- ---------- ----------
Steven A. Raymund 80,000 3.9% $28.31 4/2/11 $1,315,000
Nestor Cano 60,000 3.0 28.31 4/2/11 986,000
Jeffery P. Howells 50,000 2.5 28.31 4/2/11 822,000
Perry M. Monych 40,000 2.0 28.31 4/2/11 658,000
Joseph A. Osbourn 40,000 2.0 28.31 4/2/11 658,000
(1) All options were granted at an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant and vest equally
over three years.
(2) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company's use of
the model should not be construed as an endorsement of its accuracy at
valuing options. All stock option valuation models, including the
Black-Scholes model, require a prediction about the future movement of the
stock price. The following assumptions were made for purposes of
calculating the Grant Date Present Value: estimated option term of five
years, volatility at 67%, dividend yield at 0.0%, and an annual interest
rate of 4.37%. The Company does not believe that the Black-Scholes model,
or any other model can accurately determine the value of an employee stock
option. Accordingly, there is no assurance that the value, if any, realized
by an executive, will be at or near the value estimated by the
Black-Scholes model. Future compensation resulting from option grants is
based solely on the performance of the Company's stock price.
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Options at Year-End at Year-End
Acquired ------------------------- -------------------------
on Exercise Value
Name in 2002 Realized Exercisable Unexercisable Exercisable Unexercisable
---- ------- ---------- ----------- ------------- ----------- -------------
Steven A. Raymund - $ - 798,480 262,400 $25,461,000 $5,756,000
Nestor Cano 29,000 627,000 19,700 141,300 304,000 3,067,000
Jeffery P. Howells 63,000 1,520,000 60,450 146,550 982,000 3,242,000
Perry M. Monych - - 13,200 66,800 310,000 1,517,000
Joseph A. Osbourn - - 13,200 66,800 205,000 1,304,000
Ten-Year Option/SAR Repricings
The following table provides information on all option repricings for the
Executive Officers during the last ten fiscal years.
Number of Length of
Shares of Market Price Original
Common Stock of Common Option Term
Underlying Stock on Exercise Price New Remaining on
Date of Options Date of at Time of Exercise Date of
Name Repricing Repriced Repricing Repricing Price Repricing
---- --------- -------- --------- --------- ----- ---------
Jeffery P. Howells 11/28/95 50,000 $14.63 $20.25 $14.63 8 yrs., 4 months
9
Senior Management Severance Plan
The Company adopted a Senior Management Severance Plan (the "Severance Plan")
effective August 1, 2000, to provide severance benefits to senior management in
the event of a Company-initiated, non-misconduct separation from the Company.
Eligible management personnel will receive their regular base salary
compensation and benefits during varying transitioning periods depending upon
management position held to assist with the transition of responsibilities.
Participants will also receive severance payments based upon salary, management
position held and years of service. The receipt of severance benefits under the
Severance Plan is conditioned upon a participant executing a general release of
claims, confidentiality and non-compete agreement.
Compensation Committee Report On Executive Compensation
Compensation Committee Role
The Compensation Committee of the Board of Directors is composed entirely of
independent, non-employee directors and is responsible for reviewing salaries,
bonuses, benefits and other compensation of senior officers and making
recommendations to the full Board of Directors with respect to these matters.
Compensation Philosophy
The compensation philosophy for Executive Officers generally conforms to the
compensation philosophy of the Company for all employees. The Company's
compensation program is designed to:
... provide compensation comparable to that offered by companies with similar
businesses, allowing the Company to successfully attract and retain the
employees necessary to its long-term success;
... provide compensation which relates to the performance of the individual and
differentiates based upon individual performance;
... provide incentive compensation that varies directly with both Company
performance and individual contribution to that performance; and
... provide an appropriate linkage between compensation and the creation of
shareholder value through awards tied to the Company's performance and
through facilitating employee stock ownership.
Base Salary
The Compensation Committee reviewed the salaries of the Executive Officers of
the Company in April 2001. The Committee made salary decisions about the
Executive Officers based upon a variety of considerations in conformance with
the compensation philosophy stated above. First, salaries are competitively set
relative to companies in the distribution industry and other comparable
companies (other comparable companies included distributors of computers,
electronics, pharmaceuticals, food and office supplies with similar or larger
annual revenues). Second, the Committee considered the performance of the
individual Executive Officer with respect to the areas under his responsibility,
including an assessment of the value of each to the Company. Third, internal
equity among employees was factored into the decision. Finally, the Compensation
Committee considered the Company's financial performance and its ability to
absorb any increases in salaries. In conducting its salary deliberations, the
Committee did not strictly tie senior executive base pay to a defined
competitive standard. Rather, the Committee elected to maintain flexibility in
its decision making capacity so as to permit salary recommendations that best
reflect the individual contributions made by the Company's top executives.
Cash Bonus Awards
Each Executive Officer, including the Chief Executive Officer, is eligible to
receive an annual cash bonus award. These cash bonuses are paid pursuant to the
Company's Executive Compensation and Incentive Bonus Plan (the "Bonus Plan")
established at the beginning of a fiscal year in connection with the Company's
preparation of its annual operating budget for such year. Under the Bonus Plan,
an Executive Officer's potential bonus for a given year is established at a
fixed dollar amount and consists of non-discretionary awards which are tied to
the financial performance of the Company for such year in relation to the
Company's operating budget. The bonus is subject to an acceleration ratio to a
maximum of 250% if established targets are exceeded (conversely, if established
targets are not met, the bonus may be reduced to zero). In
10
formulating recommendations to the Board with respect to cash bonus awards, the
Compensation Committee members evaluate the Executive Officer's responsibilities
and role in the Company and such other factors as they deem relevant to motivate
such executive to achieve strategic budgeted performance levels.
Stock Option Awards
The Company maintains stock option plans which are designed to align Executive
Officers' and shareholders' interests in the enhancement of shareholder value.
The long-term component of the Company's incentive compensation program consists
of the grant of stock options. The stock options are designed to create a
mutuality of interest with shareholders by motivating the Chief Executive
Officer and the other Executive Officers and key employees to manage the
Company's business so that the shareholders' investment will grow in value over
time. Stock options are granted under these plans by the Stock Option Committee
of the Board. The Compensation Committee strongly believes that the interests of
shareholders and executives become more closely aligned when such executives are
provided an opportunity to acquire a proprietary interest in the Company through
ownership of the Company's Common Stock. Accordingly, key employees of the
Company, including Executive Officers, as part of their overall compensation
package, are eligible for participation in the Company's stock option plans,
whereby they are granted stock options at no less than fair market value on the
date of grant. Because no benefit is received unless the Company's stock price
performs favorably, awards under the stock option plans are intended to provide
incentives for Executive Officers to enhance long-term Company performance, as
reflected in stock price appreciation, thereby increasing shareholder value.
In general, stock option awards are granted on an annual basis if warranted by
the Company's profitability. The Compensation Committee, which also serves as
the Stock Option Committee, evaluates the Company's overall financial
performance for the year, the desirability of long-term service from an
Executive Officer and the number of options issued to other executive officers
in the Company with the same, more or less responsibility than the Executive
Officer at issue.
COMPENSATION COMMITTEE
John Y. Williams, Chairman
Charles E. Adair
James M. Cracchiolo
Daniel M. Doyle
Kathy Misunas
David M. Upton
The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934 (together, the "Acts"), except to the extent
that the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.
11
Directors' Compensation
Directors who are not employees of the Company received a $20,000 annual
retainer fee and a $2,000 attendance fee for each Board of Directors meeting
plus reimbursement for out-of-pocket expenses. Members of the Audit and
Compensation Committees receive a $1,000 attendance fee when meetings of such
Committees are not held on the same day as a Board of Directors meeting. In
addition, the Chairman of the Audit Committee receives a quarterly attendance
fee of $1,000 in connection with reviewing the quarterly results with management
and the independent auditors.
Pursuant to the terms of the Directors' Stock Option Plan, each non-employee
director, who for the first time is appointed a director of the Company,
receives a New Director Grant of an option to purchase 5,000 shares of Common
Stock of the Company at an exercise price per share equal to the fair market
value of the shares of Common Stock at the date of grant. Each non-employee
director who is re-elected or otherwise continues to serve on the Board will
receive on the date of each annual shareholders meeting an Annual Director Grant
consisting of an option to purchase 2,500 shares of Common Stock of the Company
at an exercise price per share equal to the fair market value of the shares of
Common Stock at the date of each annual shareholders meeting, provided the
director has served on the Board for at least six months. New Director Grants
vest 20% per year over five years from the date of grant and Annual Director
Grants vest after one year from the date of grant.
STOCK PRICE PERFORMANCE GRAPH
The following graph presents a comparison of the cumulative total shareholder
return on the Company's Common Stock with The Nasdaq Stock Market (U.S.) Index
and the Standard Industrial Classification ("SIC") Code Index (SIC Code 5045 -
Computer and Computer Peripheral Equipment and Software). This graph assumes
that $100 was invested on January 31, 1997 (or such later date the applicable
company registered its common stock under Section 12 of the Securities Exchange
Act of 1934) in the Company's Common Stock and in the other indices, and that
all dividends were reinvested and are weighted on a market capitalization basis
at the time of each reported data point. The stock price performance shown below
is not necessarily indicative of future price performance.
[GRAPH}
- --------------------------------------------------------------------------------
1997 1998 1999 2000 2001 2002
- --------------------------------------------------------------------------------
Tech Data Corporation 100 166 123 87 141 198
- --------------------------------------------------------------------------------
Nasdaq Stock Market (U.S.) Index 100 118 183 275 197 139
- --------------------------------------------------------------------------------
SIC Code Index 100 101 90 84 65 41
- --------------------------------------------------------------------------------
The stock price performance graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Acts, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under the Acts.
12
PROPOSAL NO. 2
APPROVAL OF THE PROPOSED AMENDMENT TO THE TECH DATA CORPORATION NON-
EMPLOYEE DIRECTORS' 1995 NON-STATUTORY STOCK OPTION PLAN
General
On March 20, 2002, the Board of Directors approved, subject to approval by the
shareholders of the Company, an amendment to the Tech Data Corporation
Non-Employee Directors' 1995 Non-Statutory Stock Option Plan (the "Directors'
Stock Option Plan") to increase the number of shares of Common Stock that may be
issued under the plan from 100,000 to 200,000 shares. The text of the proposed
amendment to the Directors' Stock Option Plan is set forth in Exhibit A to this
Proxy Statement.
The proposed amendment to the Directors' Stock Option Plan will be approved upon
receiving the affirmative vote of holders of a majority of the shares present or
represented by proxy at the meeting. Proxies will be voted in accordance with
the specifications marked thereon, and, if no specification is made, will be
voted FOR approval of the proposed amendment to the Directors' Stock Option
Plan. Abstentions, "withheld" votes and "broker non-votes" will not be counted
as either "for" or "against" this proposal, but will have the same effect as
votes against the proposal.
Summary Description of the Directors' Stock Option Plan
The maximum number of shares of the Company's Common Stock that may be issued or
transferred to grantees under the Directors' Stock Option Plan is currently
100,000 shares. If there is a stock dividend, recapitalization resulting in a
stock split-up, combination or exchange of shares of Common Stock, appropriate
adjustments would be made in the number of shares that could be issued or
transferred in the future and in the number of shares and price under all
outstanding grants made before the event. Future options may also cover such
shares as may cease to be under option by reason of total or partial expiration,
termination or voluntary surrender of an option.
Participation in the Directors' Stock Option Plan is limited to persons who are
members of the Board and who are not full time employees of the Company (the
"Participants"). As of the date of this Proxy Statement, there are seven
non-employee directors of the Company.
The Directors' Stock Option Plan provides for two types of option grants: New
Director Grants (which provide a one-time grant to each new non-employee
director on the date of appointment to the Board) and Annual Director Grants
(which provide yearly grants to each existing non-employee director, who has
served on the Board for at least six (6) months). Pursuant to the terms of the
Directors' Stock Option Plan, each non-employee director who, for the first
time, is appointed a director of the Company will receive a New Director Grant
consisting of an option to purchase 5,000 shares of Common Stock at an exercise
price per share equal to the fair market value of a share of Common Stock at the
date of grant. Pursuant to the terms of the Directors' Stock Option Plan, each
non-employee director who is re-elected or otherwise continues to serve on the
Board will receive, on the date of each annual shareholders meeting, an Annual
Director Grant consisting of an option to purchase 2,500 shares of Common Stock
at an exercise price per share equal to the fair market value of a share of
Common Stock at the date of each annual shareholders meeting, provided that the
director has served on the Board for at least six (6) months.
Pursuant to the terms of the Directors' Stock Option Plan, New Director Grants
vest in 20% increments annually and become fully vested on the fifth anniversary
of the date of grant. Annual Director Grants vest and become exercisable one
year from the date of grant. All options shall expire on the tenth anniversary
of the date of grant.
Unless otherwise provided in any option, each outstanding option shall become
immediately fully exercisable in the event of (i) a change of control of the
Company, (ii) a merger, consolidation, reorganization, liquidation or
dissolution in which the Company does not survive, or (iii) the sale, lease,
exchange or other disposition of all or substantially all the property and
assets of the Company.
13
Termination
Pursuant to the terms of the Directors' Stock Option Plan, options granted shall
terminate on the earlier to occur of (i) the date of removal of a Participant
from the Board; (ii) the date of the expiration of the term thereof (the
"Expiration Date"); or (iii) the termination of the Participant as a member of
the Board by reason of voluntary resignation or the expiration of the
Participant's elected or appointed term, in which case the Participant shall
have the right, within three (3) months after the date on which the Participant
shall have ceased to be a member of the Board, except for removal of the
Participant from the Board, to exercise the unexercised portion of the options
granted to the extent, if any, that such options were exercisable by the
Participant on the date of such termination.
In the event of the death of a Participant while a member of the Board or within
three (3) months after the termination of a Participant as a member of the
Board, except for removal of a Participant from the Board, such option shall
become immediately fully exercisable and shall terminate on the earlier of the
Expiration Date thereof or one year following the date of such death. After the
death of a Participant, his executors, administrators or any person or persons
to whom his option may be transferred by will or by laws of descent and
distribution, shall have the right, at any time during such period, to exercise
the option.
If a Participant's service on the Board terminates because of a disability (as
defined in the Directors' Stock Option Plan), the Participant's options shall
become immediately fully exercisable and shall terminate on the earlier of the
Expiration Date thereof or one year following the termination of service on the
Board.
Administration
The Plan is considered a "formula plan" as contemplated by Rule 16b-3,
promulgated under the Exchange Act. Grants of options to non-employee directors
under the Plan and the amount, nature and timing of the grants are automatically
determined as described above and are not subject to the determination of the
Board or any option committee appointed by the Board. The Board has appointed an
option committee to interpret the Directors' Stock Option Plan, and such
Committee may adopt rules, regulations and procedures to administer the
Directors' Stock Option Plan.
Termination and Amendment of the Directors' Stock Option Plan
The Directors' Stock Option Plan became effective on June 20, 1995, the date of
initial approval of the Company's shareholders. This Plan will terminate on the
tenth anniversary of its effective date unless terminated earlier by the Board
or unless extended by the Board. The Board could amend the Directors' Stock
Option Plan as it deems advisable, but unless the shareholders approve, no
amendment could increase the maximum number of shares of Common Stock subject to
the Directors' Stock Option Plan, materially modify the requirements for
eligibility in the Directors' Stock Option Plan, or materially increase the
benefits accruing to Participants.
Federal Income Tax Consequences
Options granted under the Directors' Stock Option Plan are intended to be
"nonqualified stock options", and are not intended to meet the requirements of
Section 422 of the Code. A Participant would not recognize income for federal
income tax purposes upon the grant of a nonqualified option under the Directors'
Stock Option Plan. The Company will not be entitled to any tax deduction at that
time. Upon exercise, a Participant will recognize compensation taxable as
ordinary income in an amount equal to the excess of the fair market value on the
date of exercise of the shares of Common Stock purchased over their aggregate
exercise price. The Company will be entitled to a tax deduction in an amount
equal to the compensation recognized by the Participant. Upon the disposition by
a Participant of shares of Common Stock previously acquired by means of an
exercise of an option granted under the Directors' Stock Option Plan, the
difference between the amount realized upon the disposition and the fair market
value of the shares on the date of exercise will be treated either as short-term
or long-term capital gain to the Participant, depending upon the length of time
the shares have been held by a Participant after the date of exercise.
14
Other Information
Since the inception of the Directors' Stock Option Plan, New Director Grants and
Annual Director Grants representing an aggregate of 75,500 shares of Common
Stock have been granted to nine non-employee Directors, for which options have
been exercised for 6,000 shares and options for 24,500 shares are available for
future grant as of January 31, 2002. On April 12, 2002, the closing price of the
Company's common stock on the Nasdaq National Market was $45.75.
Board Recommendation
The Board of Directors unanimously voted "FOR" approval of the amendment to the
Directors' Stock Option Plan.
PROPOSAL NO. 3
APPROVAL OF THE EXECUTIVE COMPENSATION
AND INCENTIVE BONUS PLAN
The Board of Directors recommends that the shareholders approve the Executive
Compensation and Incentive Bonus Plan (the "Bonus Plan"). The Bonus Plan
authorizes the award of cash bonuses to eligible individuals.
Background
The Bonus Plan was approved by the Compensation Committee comprised of six
outside Directors and approved by the Board of Directors on March 20, 2002. The
Bonus Plan is a continuation of a program initiated in previous years to attract
and retain key employees, to encourage key employees to devote their best
efforts to the Company and to recognize key employees for their contributions to
the overall success of the Company. It provides for the payment of annual cash
bonuses following the close of each fiscal year, based upon the achievement of
objective performance goals.
The "performance-based compensation" exception to the annual $1,000,000
deduction limit of Section 162(m) of the Internal Revenue Code is available with
respect to compensation which is conditioned upon and paid only if (i) certain
performance business goals are attained, (ii) the performance goals are
established by a compensation committee of two or more outside directors, (iii)
such goals and the maximum amount of compensation to be paid upon meeting such
goals are disclosed to and approved by a majority vote of shareholders, and (iv)
the compensation committee certifies that the performance goals were satisfied
before payment. The Bonus Plan satisfies the above criteria, and is being
submitted to the shareholders in order to exclude amounts paid under the Bonus
Plan to individuals named in the Summary Compensation Table (the "Named
Executives") from compensation which is subject to the $1,000,000 deduction
limit. The favorable vote of a majority of the votes cast at the meeting is
required for approval.
Administration and Determination of Bonus
The Bonus Plan is administered by the Compensation Committee of the Board of
Directors. All decisions made by the Compensation Committee in designating
employees eligible to receive bonuses, determining bonus amounts, determining
how and when bonuses will be paid and construing the provisions of the Bonus
Plan shall be final. Participation is generally limited to executive management
employees.
Key Features of Plan
For each Named Executive, the Compensation Committee establishes objective
performance goals under which a bonus can be paid to the Named Executive. The
Compensation Committee establishes, in writing, for each fiscal year, the bonus
opportunity for each Named Executive, the performance goals, the specific
performance criteria and the appropriate weight of each performance criteria and
the performance target or range of targets to measure satisfaction, in whole or
in part, of the performance goals. The principal performance criteria of the
Bonus Plan is the attainment of annual earnings per share targets.
At the end of the performance period, the Compensation Committee evaluates the
Company's performance based upon the achievement of the pre-established
performance goals and certifies, in writing, the extent to which the specific
performance criteria were attained. Individual awards will be determined based
on performance against the pre-established goals. The maximum annual individual
award allowed under the Bonus Plan is $3,500,000.
15
Termination and Amendment
The Board may amend or terminate the Bonus Plan in any manner and at any time.
Neither the Bonus Plan nor any provision thereof precludes the Company from
adopting or continuing other compensation arrangements, which arrangements may
be either generally applicable or applicable only in specific cases.
Board Recommendation
The Board of Directors unanimously voted "FOR" approval of the Bonus Plan.
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present at the 2003 Annual Meeting of
Shareholders must be received by the Company no later than January 22, 2003 to
be eligible for inclusion in the proxy material for that meeting.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ernst & Young LLP served as the Company's independent auditors for the audit of
the Company's consolidated financial statements for fiscal year ended January
31, 2002. Representatives of Ernst & Young LLP are expected to be present at the
2002 Annual Meeting of Shareholders, with the opportunity to make a statement
should they desire to do so, and will be available to respond to appropriate
questions from shareholders.
OTHER MATTERS
Management knows of no matter to be brought before the meeting which is not
referred to in the Notice of Meeting. If any other matters properly come before
the meeting, it is intended that the shares represented by proxy will be voted
with respect thereto in accordance with the judgment of the persons voting them.
By Order of the Board of Directors,
/s/ Arthur W. Singleton
Arthur W. Singleton
Corporate Vice President, Treasurer and Secretary
16
Exhibit A
---------
Proposed Amendment to the Company's Non-Employee Directors' 1995 Non-Statutory
Stock Option Plan (the "Directors' Stock Option Plan").
RESOLVED, that Section 3.1 of the Directors' Stock Option Plan is amended and
restated in its entirety and the following shall be inserted in lieu thereof:
"3.1 Shares Subject to Plans. The stock subject to the options granted under the
Plan shall be shares of the Company's authorized but unissued common stock, par
value $.0015 per share ("Common Stock"). The total number of shares that may be
issued pursuant to options granted under the Plan shall not exceed an aggregate
of 200,000 shares of Common Stock."
17
[LOGO] Tech Data
VOTE BY INTERNET - www.proxyvote.com
-----------------
Use the Internet to transmit your voting
TECH DATA CORPORATION instructions and for electronic delivery
P.O. BOX 6260 of information up until 11:59 P.M.
CLEARWATER, FLORIDA 33758-6260 Eastern Time the day before the cut-off
date or meeting date. Have your proxy
card in hand when you access the web
site. You will be prompted to enter your
12-digit Control Number which is located
below to obtain your records and to
create an electronic voting instruction
form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit
your voting instructions up until 11:59
P.M. Eastern Time the day before the
cut-off date or meeting date. Have your
proxy card in hand when you call. You
will be prompted to enter your 12-digit
Control Number which is located below
and then follow the simple instructions
the Vote Voice provides you.
*HOUSEHOLDING ELECTION (HH) VOTE BY MAIL
------------------------- Mark, sign, and date your proxy card and
return it in the postage-paid envelope
Mark "YES" to enroll this account we have provided or return it to
to receive certain future security Tech Data Corporation, c/o ADP,
holder documents in a single 51 Mercedes Way, Edgewood, NY 11717.
package per household. Mark "NO"
if you do not want to participate. NOTE: The cut-off date for voting shares
See enclosed notice. held in the Tech Data Corporation 401(k)
Savings Plan is Thursday, May 30th at
To change your election in the 12:00 A.M., EDT.
future, call 1-800-542-1061.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: TCHDTP KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- ------------------------------------------------------------------------------------------------------------------------------------
TECH DATA CORPORATION
1. TO ELECT FOUR DIRECTORS to hold office until the dates
specified in the enclosed proxy statement, all to hold office For Withhold For All To withhold authority to vote, mark
until their successors are duly elected and qualified. All All Except "For All Except" and write the
nominee's number on the line below.
Nominees: 01) Maximilian Ardelt [_] [_] [_] _____________________________________
02) James M. Cracchiolo
03) Jeffery P. Howells
04) David M. Upton
For Against Abstain
2. Approval of an amendment to the Non-Employee Directors' 1995 Non-Statutory Stock Option Plan to
increase the number of shares which may be issued from 100,000 to 200,000 shares. [_] [_] [_]
3. Approval of the Executive Compensation and Incentive Bonus Plan authorizing the award of annual
cash bonuses. [_] [_] [_]
4. In his discretion, the Proxy is authorized to vote upon such other business as may be brought
before the meeting.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE PROXY
CARD BELOW AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
When shares are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a corporation, please sign
by President or authorized person. If a partnership, please sign in partnership name by authorized
person.
Yes No
*HOUSEHOLDING ELECTION (HH) [_] [_]
---------------------------------------- -----------------------------
---------------------------------------- -----------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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PROXY
TECH DATA CORPORATION
P.O. Box 6260
Clearwater, Florida 33758-6260
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Arthur W. Singleton as Proxy, with the power to appoint his
substitute, and hereby authorizes him to represent and to vote, as designated on
the reverse hereof, all the shares of Common Stock of Tech Data Corporation held
of record by the undersigned on April 12, 2002, at the Annual Meeting of
Shareholders to be held on June 4, 2002 at 4:00 P.M., or any adjournment
thereof.
If shares of Tech Data Corporation Common Stock were issued to or held
for the account of the undersigned under the Tech Data Corporation 401(k)
Savings Plan (the "Plan") then the undersigned hereby directs the fiduciary of
the Plan to vote all shares of Tech Data Corporation Common Stock in the
undersigned's name and/or account under the Plan as designated on the reverse
hereof, at the Annual Meeting or any adjournment thereof, on all matters
properly coming before the Annual Meeting, including but not limited to the
matters set forth on the reverse hereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DESIGNATED ON
THE REVERSE HEREOF BY THE UNDERSIGNED STOCKHOLDER. ANY EXECUTED BUT UNMARKED
PROXIES WILL BE VOTED IN FAVOR OF THE NOMINEES LISTED IN PROPOSAL 1 AND FOR
PROPOSALS 2 AND 3.
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