<PAGE> 1
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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
TECH DATA 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):
[X] 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:
<PAGE> 2
[TECH DATA LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Tech Data Corporation:
The Annual Meeting of Shareholders of Tech Data Corporation (the
"Company") will be held at Tech Data Corporation's headquarters, 5350 Tech Data
Drive, Clearwater, Florida on Tuesday, June 23, 1998, at 3:30 p.m. for the
following purposes:
1. To elect two directors to hold office until the 1999 Annual
Meeting of Shareholders, to elect one director to hold office until the
2000 Annual Meeting of Shareholders and to elect three directors to
hold office until the 2001 Annual Meeting of Shareholders, all to hold
office until their successors are duly elected and qualified;
2. To consider and vote upon a proposal to amend the Company's
Amended and Restated Articles of Incorporation to increase the number
of board members from a maximum of nine to a maximum of thirteen
members;
3. To consider and vote upon a proposal to ratify the
appointment of Price Waterhouse LLP as independent auditors of the
Company for the fiscal year ending January 31, 1999; and
4. To transact any other business as may properly come before
the meeting.
Shareholders of record as of the close of business on May 1, 1998 will
be entitled to vote at this meeting or any adjournment thereof. Information
relating to the matters to be considered and voted on at the Annual Meeting is
set forth in the proxy statement accompanying this Notice.
By Order of the Board of Directors,
ARTHUR W. SINGLETON
Vice President, Treasurer and Secretary
May 8, 1998
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON,
PLEASE VOTE ON THE MATTERS TO BE CONSIDERED AT THE
MEETING BY COMPLETING THE ENCLOSED PROXY AND MAILING
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE> 3
TECH DATA CORPORATION
5350 Tech Data Drive
Clearwater, Florida 33760
(813) 539-7429
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Tech Data Corporation (the
"Company") for the Annual Meeting of Shareholders to be held on Tuesday, June
23, 1998, at 3:30 p.m., or any adjournment thereof.
If the accompanying proxy form is completed, signed and returned, the
shares represented thereby will be voted at the meeting. The giving of the proxy
does not affect the right to vote in person should the shareholder be able to
attend the meeting. The shareholder may revoke the proxy at any time prior to
the voting thereof.
The annual report of the Company for the fiscal year ended January 31,
1998 is being mailed with this proxy statement to shareholders entitled to vote
at the meeting. The cost of all proxy solicitation will be paid by the Company.
SHAREHOLDERS ENTITLED TO VOTE
Shareholders of record as of the close of business on May 1, 1998 are
entitled to notice of and to vote at the Annual Meeting. At that date, there
were 48,609,120 shares of Common Stock outstanding and 226,500 shares of
Preferred Stock outstanding and entitled to vote. Each outstanding share of
Preferred Stock and Common Stock is entitled to one vote on all matters
submitted to a vote of shareholders, except for matters involving mergers, the
sale of all Company assets, amendments to the Company's charter and exchanges of
Company stock for stock of another company which require approval by a majority
of each class of capital stock. In such matters, the preferred and common
shareholders will each vote as a separate class.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspector of elections appointed for the meeting who will also
determine whether a quorum is present for the transaction of business. The
Company's By-laws provide that a quorum is present if the holders of a majority
of the issued and outstanding shares of Common Stock of the Company entitled to
vote at the meeting are present in person or represented by proxy. Abstentions
will be counted as shares that are present and entitled to vote for purposes of
determining whether a quorum is present. Shares held by nominees for beneficial
owners will also be counted for purposes of determining whether a quorum is
present if the nominee has the discretion to vote on at least one of the matters
presented, even though the nominee may not exercise discretionary voting power
with respect to other matters and even though voting instructions have not been
received from the beneficial owner (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 be counted as votes for,
not against, matters presented for shareholder consideration. 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.
<PAGE> 4
PRINCIPAL SHAREHOLDERS
In addition to the ownership of Common Stock indicated below, Edward C.
Raymund, a director of the Company, beneficially owns 113,260 shares of
Preferred Stock (which, with the 113,240 shares owned by Annette L. Raymund, is
all of the Preferred Stock outstanding), each share of which is entitled to one
vote. In connection with the terms of an employment agreement dated as of
January 31, 1991, between Mr. Raymund and the Company (see "Executive
Compensation-Employment Agreements"), providing for Mr. Raymund's employment
from February 1, 1991 through January 31, 2001, Mr. Raymund entered into an
irrevocable proxy and escrow agreement (the "Irrevocable Proxy"). In connection
with an amendment to the employment agreement dated November 13, 1992, Annette
L. Raymund has also entered into the Irrevocable Proxy. Under the terms of the
Irrevocable Proxy, four of the directors of the Company, Charles E. Adair,
Daniel M. Doyle, Donald F. Dunn and John Y. Williams (in their capacity as
"outside" directors of the Company), have been granted full power and authority
to vote the aggregate 226,500 shares of Preferred Stock. Each Irrevocable Proxy
has a three year term in accordance with Section 607.0722 of the Florida
Business Corporation Act. For the employment agreement to remain in effect,
successive three year Irrevocable Proxies must be executed through January 31,
2001.
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock (information regarding the
Company's Preferred Stock is set forth in the preceding paragraph and under
"Executive Compensation-Employment Agreements") as of May 1, 1998, 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.
<TABLE>
<CAPTION>
Name of Amount and Percent of
Beneficial Owner(1) Nature of Beneficial Ownership(2) Class
------------------- --------------------------------- ----------
<S> <C> <C>
Charles E. Adair 15,000 (3) *
Peggy K. Caldwell 55,788 (4) *
Timothy J. Curran -- *
Daniel M. Doyle 19,000 (5) *
Donald F. Dunn 27,000 (6) *
Jeffery P. Howells 31,735 (7) *
Anthony A. Ibarguen 1,263 *
Edward C. Raymund 251,275 (8) *
Steven A. Raymund 3,496,456 (9) 7.2%
David M. Upton 110 *
John Y. Williams 29,000(10) *
All executive officers and directors
as a group (19 persons) 4,660,138(11) 9.6%
FMR Corp. 5,493,300(12) 11.3%
82 Devonshire Street
Boston, Massachusetts 02109
AMVESCAP PLC 4,416,400(13) 9.1%
11 Devonshire Square
London EC2M 4XR
England
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
Name of Amount and Percent of
Beneficial Owner(1) Nature of Beneficial Ownership(2) Class
------------------- --------------------------------- ----------
<S> <C> <C>
Sandford C. Bernstein & Co., Inc. 3,286,363 (14) 6.8%
767 Fifth Avenue
New York, New York 10153
Tiger Management L.L.C. 3,198,900 (15) 6.6%
101 Park Avenue
New York, New York 10178
</TABLE>
* 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 5,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of May 1, 1998.
(4) Includes 28,820 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of May 1, 1998. Also
includes 1,338 shares in her Employee Stock Ownership Plan (the "ESOP")
account.
(5) Includes 9,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of May 1, 1998.
(6) Includes 7,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of May 1, 1998.
(7) Includes 10,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of May 1, 1998. Also
includes 1,235 shares held in his ESOP account.
(8) Includes 152,900 shares owned by a trust of which he is the trustee;
includes 90,000 shares owned by a partnership of which he is a general
partner; and includes 8,375 shares held in his ESOP account.
(9) Includes 400,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of May 1, 1998; includes
2,917,570 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 148,386 shares held in his ESOP
account.
(10) Includes 23,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of May 1, 1998.
(11) Includes 546,845 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of May 1, 1998. Also
includes 782,128 shares owned by the ESOP for which certain officers of
the Company serve as trustees. Such officers are deemed to be
beneficial owners of such shares.
(12) Ownership information of FMR Corp. is based on its Schedule 13G filed
with the Securities and Exchange Commission, dated February 14, 1998,
which reported that FMR Corp. had sole voting power over 39,200 of
these shares.
3
<PAGE> 6
(13) Ownership information of AMVESCAP PLC is based on its Schedule 13G
filed with the Securities and Exchange Commission, dated February 9,
1998, which reported that AMVESCAP PLC and certain related entities had
sole voting power over none of these shares. The related entities
included in the AMVESCAP PLC Schedule 13G filing are as follows: AVZ,
Inc., AIM Management Group Inc., AMVESCAP Group Services, Inc.,
INVESCO, Inc., INVESCO North American Holdings, Inc., INVESCO Capital
Management, Inc., INVESCO Funds Group, Inc., INVESCO Management &
Research, Inc. and INVESCO Realty Advisers, Inc.
(14) Ownership information of Sanford C. Bernstein & Co., Inc. is based on
its Schedule 13G filed with the Securities and Exchange Commission on
February 4, 1998, which reported that Sanford C. Bernstein & Co., Inc.
had sole voting power over 1,615,581 of these shares.
(15) Ownership information of Tiger Management L.L.C. is based on its
Schedule 13G filed with the Securities and Exchange Commission on
February 13, 1998, which includes ownership information for Tiger
Management L.L.C. and Tiger Performance L.L.C., both of which are
ultimately controlled by Julian H. Robertson, Jr. Tiger Management
L.L.C., Tiger Performance L.L.C. and Julian H. Robertson, Jr. reported
that they had sole voting power over none of these shares.
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. At each Annual Meeting of
Shareholders, successors to directors whose terms expire at that meeting shall
be elected for three-year terms. Two directors are to be elected at this Annual
Meeting of Shareholders to hold office for a term of one year expiring at the
1999 Annual Meeting of Shareholders, one director is to be elected at this
Annual Meeting of Shareholders to hold office for two years expiring at the 2000
Annual Meeting of Shareholders and three directors are to be elected at this
Annual Meeting of Shareholders to hold office for a term of three years expiring
at the 2001 Annual Meeting of Shareholders, 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.
Certain information is given below for the nominees for directors and
for each director whose term of office will continue after the Annual Meeting.
<TABLE>
<CAPTION>
Principal Occupation Director
Nominee Age and Other Information Since
- ------- --- --------------------- -----
<S> <C> <C> <C>
NOMINEES FOR DIRECTOR - TERMS TO EXPIRE 2001
Charles E. Adair (1)(2) 50 Charles E. Adair since 1992 has been the President of 1995
Adair & Associates, Inc. (a private investment and
consulting firm) and since 1993 has been the President of
Kowaliga Capital, Inc. (a venture capital management
firm). Prior thereto, for nineteen years he was employed
by Durr-Fillauer Medical, Inc., then a publicly-held
distributor of pharmaceutical products of major healthcare
manufacturers, serving as President and Chief Operating
Officer from 1981 to 1992. Mr. Adair also is a director of
Performance Food Group, Inc. (a food distribution
company) and Horizon Medical Products, Inc. (a
manufacturer/distributor of vascular access products).
Mr. Adair, who is a certified public accountant, attended
Vanderbilt University and holds a B.S. Degree in
Accounting from the University of Alabama.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
Principal Occupation Director
Nominee Age and Other Information Since
- ------- --- --------------------- -----
<S> <C> <C> <C>
Edward C. Raymund (3) 69 Edward C. Raymund has been employed continuously 1974
by the Company in various management positions since
he founded it in 1974 and is currently the Chairman
Emeritus. Mr. Raymund has been a director of PC
Service Source, Inc. (personal computer parts
distribution) since March 1994. Mr. Raymund holds a
B.S. Degree in Finance from the University of Southern
California.
John Y. Williams (1)(2) 55 John Y. Williams has been a Managing Director of 1988
Grubb & Williams, 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 has been a
director of Law Companies Group, Inc. (an engineering
consulting firm) since December 1995. Mr. Williams
holds a B.I. Engr. Degree from Georgia Institute of
Technology and a Masters in Business Administration
Degree from the Harvard Business School.
NOMINEE FOR DIRECTOR - TERM TO EXPIRE 2000
Anthony A. Ibarguen 38 Anthony A. Ibarguen, President and Chief Operating --
Officer, joined the Company in September 1996 as
President of the Americas and was appointed President
and Chief Operating Officer in March 1997. Prior to
joining the Company, he was employed by ENTEX
Information Services, Inc. from August 1993 to
August 1996 as Executive Vice President of Sales and
Marketing. From June 1990 to August 1993, he was
employed by JWP, Inc. most recently as a Vice
President. Mr. Ibarguen holds a B.S. Degree in
Marketing from Boston College and a Masters in
Business Administration Degree from Harvard
University.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
Principal Occupation Director
Nominee Age and Other Information Since
- ------- --- --------------------- -----
<S> <C> <C> <C>
DIRECTORS CONTINUING IN OFFICE - TERMS TO EXPIRE 2000
Daniel M. Doyle (1)(2) 57 Daniel M. Doyle has been the Chief Executive Officer 1994
and a director, since January 1987, of Danka Business
Systems PLC which owns Danka Industries, Inc., (a
distributor of automated office equipment and related
services). Mr. Doyle was one of the founders of
Danka Industries, Inc. Mr. Doyle attended John
Carroll University.
Steven A. Raymund (3) 42 Steven A. Raymund has been employed by the 1986
Company since 1981. He has served as Chief
Executive Officer since January 1986 and as Chairman
of the Board since April 1991. In March 1993, Mr.
Raymund became a director of Jumbo Sports, Inc. (a
retail sporting goods chain). In January 1996, Mr.
Raymund became a director of Jabil Circuit, Inc.
(manufacturer of circuit boards). 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.
NOMINEES FOR DIRECTOR - TERMS TO EXPIRE 1999
Jeffery P. Howells 41 Jeffery P. Howells, Executive Vice President --
and Chief Financial 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 June 1991
through September 1991 he was employed as Vice
President of Finance of Inex Vision Systems. From
1979 to May 1991 he was employed by Price
Waterhouse, most recently as a Senior Audit Manager.
Mr. Howells is a Certified Public Accountant and
holds a B.B.A. Degree in Accounting from Stetson
University.
David M. Upton (1)(2) 38 David M. Upton has been on the faculty of the 1997
Harvard Business 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 is a director of HK
Systems, Inc. (an automated materials handling
company). 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.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
Principal Occupation Director
Nominee Age and Other Information Since
- ------- --- --------------------- -----
<S> <C> <C> <C>
DIRECTOR CONTINUING IN OFFICE - TERM TO EXPIRE 1999
Donald F. Dunn (1)(2) 72 Donald F. Dunn has been a director of Proffitt's, 1991
Inc. (a department store chain) since February
1996. From 1977 to August 1988 he was Senior
Vice President and a director of Allied Stores
Corporation. From May 1987 to August 1988 he
was Chairman and Chief Executive Officer of Maas
Brothers/Jordan Marsh (a division of Allied Stores
Corporation). Mr. Dunn holds a B.S. Degree from
Babson Institute.
</TABLE>
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Steven A. Raymund is the son of Edward C. Raymund.
The Board of Directors held five meetings during the fiscal year ended
January 31, 1998. The current standing committees of the Board of Directors are
the Audit Committee and the Compensation Committee. The Audit Committee and the
Compensation Committee each met twice during the fiscal year ended January 31,
1998. 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, 1998. 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the fiscal year ended January 31, 1998, 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.
7
<PAGE> 10
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, 1998, 1997 and 1996 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 $100,000
(collectively, the "Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION(1) AWARDS
------------------------------------- ------------
NAME AND OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) OTHER (SHARES) COMPENSATION (3)
- -------------------- ---- --------- ----------- ------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Steven A. Raymund 1998 $650,000 $1,137,000 $ 5,000 75,000 $ 5,000
Chairman of the Board 1997 500,000 1,025,000 5,000 75,000 5,000
of Directors and Chief 1996 400,000 400,000 5,000 100,000(4) 5,000
Executive Officer
Anthony A. Ibarguen(5) 1998 400,000 564,000 5,000 65,000 32,000
President and Chief 1997 114,000 128,000 5,000 50,000 27,000
Operating Officer
Jeffery P. Howells 1998 300,000 375,000 5,000 45,000 5,000
Executive Vice President 1997 225,000 231,000 5,000 35,000 5,000
and Chief Financial 1996 185,000 83,000 5,000 85,000(4) 5,000
Officer
Peggy K. Caldwell 1998 250,000 260,000 5,000 35,000 5,000
Senior Vice President 1997 225,000 256,000 5,000 35,000 5,000
of Marketing 1996 185,000 83,000 5,000 85,000(4) 5,000
Timothy J. Curran(6) 1998 201,000 217,000 10,000 35,000 99,000
Senior Vice President
of Sales
</TABLE>
(1) Includes amounts deferred under the Company's retirement savings and
deferred compensation plans. See "Retirement Savings Plan" and
"Deferred Compensation Plan".
(2) Amounts reflected for bonuses are based on performance for the
indicated fiscal year and are typically approved by the Board of
Directors and paid in March following the end of the fiscal year.
(3) All other compensation relates to Company contributions to the ESOP and
retirement savings plan, except Mr. Ibarguen received relocation
reimbursement of $28,000 in fiscal 1998 and $27,000 in fiscal 1997 and
Mr. Curran received relocation reimbursement of $99,000 in fiscal 1998.
(4) All fiscal year 1995 stock options were canceled and reissued in fiscal
year 1996 and are included in the total of fiscal year 1996 stock
option grants. Mr. Raymund's 1995 stock options were not repriced.
(5) Mr. Ibarguen began his employment with the Company on September 23,
1996. In the event Mr. Ibarguen's employment is terminated other than
for cause or if for good reason he resigns (as defined in Mr.
Ibarguen's offer of employment), the Company will pay as severance pay
an amount equal to Mr. Ibarguen's annual base compensation then in
effect. Good reason to resign includes a change in control of the
Company. In addition, all stock options granted to Mr. Ibarguen through
January 31, 1998 shall, in the event of termination or resignation for
good cause, be vested and become exercisable as of the date of
termination and must be exercised within one year from the termination
date or the options will expire.
(6) Mr. Curran began his employment with the Company on April 1, 1997.
8
<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides details regarding stock options granted to the
Executive Officers during the fiscal year ended January 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
OPTIONS OPTIONS
GRANTED GRANTED TO GRANT DATE
IN EMPLOYEES IN EXERCISE EXPIRATION PRESENT
NAME 1998(1) FISCAL YEAR PRICE($/SH) DATE VALUE(2)
------------------------ ------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Steven A. Raymund 75,000 4.6% $24.13 3/25/07 $1,005,000
Anthony A. Ibarguen 65,000 4.0 24.13 3/25/07 871,000
Jeffery P. Howells 45,000 2.7 24.13 3/25/07 603,000
Peggy K. Caldwell 35,000 2.1 24.13 3/25/07 469,000
Timothy J. Curran 35,000 2.1 23.88 4/1/07 464,000
</TABLE>
(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. Options become
40% exercisable two years from the date of grant and vest an additional
20% on each of the three succeeding anniversaries, becoming fully
exercisable following five years from the date of grant. For more
information regarding the Company's stock option plans, see "Stock Option
Plans".
(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 56%, dividend
yield at 0.0%, and an annual interest rate of 6.76%. 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
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT YEAR-END AT YEAR-END
ON EXERCISE VALUE ------------------------------ --------------------------------
NAME IN 1998 REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven A. Raymund -- -- 280,000 345,000 $7,705,000 $8,545,000
Anthony A. Ibarguen -- -- -- 115,000 -- 1,993,000
Jeffery P. Howells 42,000 $1,455,000 -- 131,000 -- 3,323,000
Peggy K. Caldwell 80,000 2,629,000 -- 121,000 -- 3,141,000
Timothy J. Curran -- -- -- 35,000 -- 648,000
</TABLE>
TEN-YEAR OPTION/SAR REPRICINGS
The following table provides information on all option repricings for
the Executive Officers during the last ten fiscal years.
<TABLE>
<CAPTION>
Length of Original
Number of Shares Option Term
of Common Stock Market Price of Exercise Price Remaining at
Underlying Options Common Stock at at Time of New Exercise Date of
Name Date Repriced Time of Repricing Repricing Price Repricing(1)
- ---------------------- -------- ------------------ ----------------- -------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Jeffery P. Howells 11/28/95 50,000 $14.63 20.25 $14.63 8 yrs., 4 months
Peggy K. Caldwell 11/28/95 50,000 14.63 20.25 14.63 8 yrs., 4 months
</TABLE>
(1) The vesting period of these repriced options corresponds to their
original date of grant, March 21, 1994. Accordingly, the first vesting
date was March 21, 1996.
9
<PAGE> 12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
The Compensation Committee of the Board of Directors composed entirely
of independent, non-employee directors, recommends to the Board the compensation
of Executive Officers. The Company is required to provide herein certain
information concerning compensation provided to the Company's Chairman and Chief
Executive Officer and the four other most highly compensated Executive Officers.
The disclosure requirements for the Executive Officers include the use of tables
and a report of the Committee responsible for compensation decisions for the
named Executive Officers, explaining the rationale and considerations that led
to those compensation decisions. Therefore, the Compensation Committee of the
Board of Directors has prepared the following report for inclusion in this Proxy
Statement.
COMPENSATION COMMITTEE ROLE
The Compensation Committee of the Board of Directors is responsible for
making recommendations to the Board of Directors concerning the salaries of
Executive Officers. The Committee's responsibilities include the review of
salaries, 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 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.
EXECUTIVE OFFICERS' COMPENSATION PROGRAM
The Company's Executive Officers' compensation program is comprised of
base salary, annual cash performance bonus plan compensation and long-term
incentive compensation in the form of stock options. In addition, the Company's
Executive Officers receive various other benefits, including medical benefits,
participation in an employee stock ownership plan and a retirement savings plan,
all of which are generally available to other U.S. employees of the Company.
BASE SALARY
The Compensation Committee reviewed the salaries of the Executive
Officers of the Company in March 1997. 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. Second, the Committee considered the performance of the individual
Executive Officer with respect to the areas under his or her responsibility,
10
<PAGE> 13
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.
Other comparable companies included distributors of computers,
electronics, pharmaceuticals, food and office supplies with similar or larger
annual revenues. The Committee believes that the dynamics of such kinds of
companies in the distribution industry are similar to the Company.
The Committee believes that it sets Company base salaries within the
range of salaries paid by the majority of the peer corporations which are in the
distribution industry and included in the "Stock Price Performance Graph" on
page 16. In developing base salary ranges, in addition to the peer corporations,
the Committee also considered each Executive Officer's experience level and
scope of responsibility as well as considering a March 1997 compensation study
prepared by the Company's human resources department. The study included a
survey of compensation of many of the peer companies which are in the
distribution industry and included in the "Stock Price Performance Graph" on
page 16 as well as other regional and market data. 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.
Base salaries for Executive Officers are determined with references to
a position rate for each officer. These position rates are determined annually
by evaluating the responsibilities of the position and comparing it with other
executive officer positions in the market place. It is often difficult to
compare the duties and responsibilities of Company Executive Officers to those
included in the peer group or in competitive positions because comparable job
titles are not necessarily comparable to duties and responsibilities. However,
the Committee generally sought to establish base salaries within the range of
the peer group companies and the companies surveyed by its human resources
department and based upon the nature of the Executive Officer position.
Based upon his strategic direction and the Company's continuing
sustained growth and increasing market share, the Committee set the base salary
of its Chief Executive Officer, Steven A. Raymund, within the range referred to
above.
The Compensation Committee established targets for the annual base
salary and the cash bonus awards for Mr. Raymund based upon his responsibilities
compared to the breadth and scope of the responsibilities of other chief
executive officers of companies in the distribution industry. The Committee then
splits such targeted annual earnings evenly between base salary and cash bonus
awards. The cash bonus awards are based exclusively upon attaining certain
pre-established earnings per share goals.
CASH BONUS AWARDS
Each Executive Officer, including the Chief Executive Officer, is
eligible to receive an annual cash bonus award. These cash bonuses generally are
paid pursuant to an incentive compensation 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 incentive compensation 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 and discretionary awards which are based on accomplishments
achieved by the executive during such year in his or her area of responsibility.
In 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.
11
<PAGE> 14
Non-discretionary awards are based on the financial performance of the
Company, currently based primarily upon attaining certain pre-established
earnings per share goals. Executive Officers received 70% - 100% of their
non-discretionary potential bonus based upon the quantitative corporate
performance levels. Discretionary awards are based upon qualitative objectives
established at the beginning of each half of the fiscal year.
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 non-transferable 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 outside directors of the Board. Executive Officers are
eligible to receive options under these plans. 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 at no less than fair
market value on the date of grant, and are exercisable in annual installments
beginning two years after 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 growth and 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. To encourage long-term performance, options vest
over a five-year period and remain outstanding for ten years.
The Compensation Committee believes that stock option awards are the
incentive for continued growth and performance. The amount of the grants are
principally based on overall consolidated results of the Company, achievement of
Company objectives, individual performance, including managerial effectiveness,
initiative and team work, and are in such amounts that reflect what the
Committee believes are necessary to attract, retain and motivate senior
management and other key employees.
COMPENSATION COMMITTEE
Donald F. Dunn, Chairman
Charles E. Adair
Daniel M. Doyle
David M. Upton
John Y. Williams
May 8, 1998
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.
12
<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Charles E. Adair, Daniel M.
Doyle, Donald F. Dunn, David M. Upton and John Y. Williams. None of the
Committee members are Executive Officers of the Company.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company received a $15,000
annual retainer fee and a $1,500 attendance fee for each 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.
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 1,000 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 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.
EMPLOYMENT AGREEMENTS
Effective as of January 31, 1991, the Company entered into a ten-year
employment agreement with Edward C. Raymund. During the employment period which
began on February 1, 1994 and ends on January 31, 2001, Mr. Raymund receives an
annual salary of $176,400 provided that the Irrevocable Proxy is renewed. See
"Principal Shareholders." Pursuant to a settlement agreement between Mr. Raymund
and his former wife, Annette L. Raymund, Mrs. Raymund shares fifty percent of
Mr. Raymund's salary in accordance with an amendment to the employment agreement
dated November 13, 1992. The employment agreement, as amended, also provides for
the continuation of fifty percent of Mr. Raymund's salary to Annette L. Raymund
and fifty percent to his designated beneficiary in the event of his death prior
to January 31, 2001, provided that the Irrevocable Proxy is renewed. The
employment agreement further provides that the Company shall continue to cause
Mr. Raymund to be a nominee and support such nomination for election as a member
of the Board of Directors so long as he owns of record or beneficially 250,000
or more shares of Common Stock of the Company.
STOCK OPTION PLANS
The Company adopted the 1990 Incentive and Non-Statutory Stock Option
Plan (the "1990 Plan") in June 1990 in order to grant options to its officers
and employees and for certain other individuals providing services to or acting
as directors of the Company to enable them to acquire or increase their
proprietary interest in the Company. A total of 10,000,000 shares of Common
Stock have been reserved for issuance pursuant to the 1990 Plan. As of January
31, 1998, there were 3,864,545 shares underlying unexercised options granted
under the 1990 Plan and 4,506,450 shares available for grant under such Plan.
The 1990 Plan is administered by the compensation committee of the Board of
Directors. All options under the 1990 Plan must be granted at an exercise price
of not less than fair market value on the date of grant. Options granted under
the 1990 Plan vest over five years following the date of grant. Options granted
to an optionee terminate ninety days after termination of employment except for
termination for cause. In the event of disability, retirement or death of an
optionee, options become immediately and fully exercisable and expire one year
after the date of such event. No options may be granted under the 1990 Plan
after June 21, 2000.
13
<PAGE> 16
The Company adopted the 1995 Non-Employee Directors Non-Statutory Stock
Option Plan (the "1995 Plan") in June 1995 in order to grant options to its
non-employee directors for acting as directors of the Company, and like the 1990
Plan, to enable them to acquire or increase their proprietary interest in the
Company. A total of 100,000 shares of Common Stock were reserved for issuance
pursuant to the 1995 Plan. As of January 31, 1998, there were 16,000 shares
underlying unexercised options granted under the 1995 Plan and 82,000 shares
available for grant under such Plan. The 1995 Plan is considered a "formula
plan." Grants under such Plan and the amount, nature and timing of the grants
are automatically determined and are not subject to the determination of the
Board or any option committee. All options under the 1995 Plan must be granted
at an exercise price of not less than fair market value on the date of grant.
See "Directors Compensation." Options granted to an optionee terminate ninety
days after the optionee ceases to be a member of the Board. Options also become
immediately and fully exercisable and terminate after one year in the case of
disability or death of the optionee. No options may be granted under the 1995
Plan after June 20, 2005.
EMPLOYEE STOCK OWNERSHIP PLAN
All U.S. employees of the Company are eligible to participate in its
ESOP. Employees automatically become participants in the ESOP after one year of
qualified service. Each year the Company may contribute an amount to the plan
that it determines in its sole discretion. The Board of Directors approved a
contribution of $2,500,000 for the fiscal year ended January 31, 1998.
Contributions to the ESOP may be made either in Common Stock of the Company or
in cash. Each employee who is a participant in the ESOP on the last day of the
plan year is entitled to share in the Company's contributions for that year, as
are employees (or their beneficiaries) who are not participants on the last day
of the year because of retirement, disability or death during the year. Each
employee shares in the Company's contribution to the ESOP in the same percentage
that his salary bears to the total amount of salaries paid during the year to
all participants entitled to share in the Company's contribution. The amount in
each participant's account vests fully after seven years.
EMPLOYEE STOCK PURCHASE PLAN
All U.S. and Canadian employees of the Company are entitled to
participate in the Company's 1995 Employee Stock Purchase Plan (the "Stock
Purchase Plan"), approved by shareholders in June 1995. The Stock Purchase Plan
provides incentives to present and future employees of the Company and its
subsidiaries to share in the growth of the Company by acquiring or increasing
their proprietary interest in the Company. The Stock Purchase Plan is an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986 (the "Code"). A maximum of 1,000,000 shares of Common Stock are available
for issuance under the Stock Purchase Plan. The Stock Purchase Plan has an
indefinite term.
The price per share to be paid by participants under the Stock Purchase
Plan is not less than 85% of the fair market value of the Common Stock on the
exercise date. The exercise price is payable through payroll deductions from the
participant's compensation and lump-sum contributions by the participant. No
participant will be granted an option which permits him to purchase in excess of
$25,000 of fair market value of Common Stock per calendar year.
RETIREMENT SAVINGS PLAN
The Company's retirement savings plan (the "Savings Plan") combines a
salary deferral arrangement with matching Company contributions. The Company's
U.S. employees are eligible to participate in the Savings Plan once they have
completed a year of service.
14
<PAGE> 17
The Savings Plan permits a qualified employee to defer a portion of his
compensation in accordance with the provisions of Section 401(k) of the Code, as
amended. The Company may match amounts deferred in the Savings Plan and, in its
discretion, make additional retirement contributions to the Savings Plan from
Company profits. The maximum deferred amount of total compensation permitted
under the Savings Plan for an employee during the plan year ended December 31,
1997 was $9,500. The Board of Directors approved matching Company contributions
to the Savings Plan for the fiscal year ended January 31, 1997 of $.50 per
dollar of the first 5% of salary deferred by an employee up to the first $1,000
deferred. The Company's matching contribution for fiscal year 1998 amounted to
$666,000. The amount deferred by an employee in his account and the amount in
his matching account are fully vested at all times. Any retirement contributions
made by the Company become fully vested after seven years.
DEFERRED COMPENSATION PLAN
In fiscal 1997, the Company established the Tech Data Corporation
Deferred Compensation Plan (the "Deferred Compensation Plan") which provides
designated senior management employees and members of the Board of Directors the
opportunity to make pre-tax deferrals from compensation to accumulate tax
deferred earnings. The Deferred Compensation Plan is designed to be a supplement
to those employees that are limited by the rules of Tech Data's Savings Plan as
to the amounts the employee can save on a tax-deferred basis. Participants in
the Deferred Compensation Plan elected to defer approximately $2,200,000 of
income in calendar year 1998.
15
<PAGE> 18
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, 1993 (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.
(1) The Company has changed its "peer group" performance index to an
index of companies included in SIC Code 5045 to provide a better comparison to
the Company's business. In the past, the Company compared its stock price
performance to a "peer group" of companies which consisted of Arrow Electronics,
Inc., Avnet, Inc., Marshall Industries, Merisel, Inc., SED International, Inc.,
United Stationers, Inc. and Western Micro Technology.
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.
16
<PAGE> 19
APPROVAL TO INCREASE MAXIMUM NUMBER OF BOARD MEMBERS
On March 27, 1998, subject to the Shareholder's approval, the Board of
Directors voted to amend the Company's Amended and Restated Articles of
Incorporation regarding the maximum number of directors who may serve on the
Board. The Amended and Restated Articles of Incorporation are commonly called
the "corporate charter" and it is the basic document which governs the
organization of the Company. The amendment increases the maximum number of
members of the Board of Directors from nine to thirteen.
This charter amendment will become effective if approved at the meeting
by Shareholders who hold a majority of all the outstanding shares of Common
Stock as well as a majority of the outstanding shares of Preferred Stock. If a
majority of the outstanding shares of each class of capital stock approve the
amendment, the charter amendment will be filed with the Florida Secretary of
State and it will go into effect immediately.
The current maximum of nine directors was approved by the Shareholders
in 1986. Today, however, the Board believes that the Company's increased size
and the greater number of matters that call for Board attention create a need
for a larger and more diversified Board. Specifically, the Board is likely to
benefit if other professions and disciplines are represented among its members.
The Company's Board of Directors now has seven members (with nominees named
herein to increase the size to nine). After the Annual Meeting, the Board will
have nine members if all of the Board's nominees are elected. However, the Board
has determined that an increase in the maximum number of directors is necessary
to meet the Company's growing needs, and that as many as thirteen directors can,
in time, constitute an efficient Board to oversee the Company.
There is no plan at this time to add specific candidates to the Board
other than the nominees named in this Proxy Statement. The charter amendment
will permit the election of the best qualified candidates if and when they are
identified. No resignation by any current director, and no threat to resign or
refusal to serve has prompted this amendment nor did the Board adopt it in
response to any Shareholder action or proposal. Pursuant to an agreement to
acquire a majority interest in Computer 2000 AG from Klockner & Co. AG (Klockner
& Co. AG is a subsidiary of Munich-based conglomerate VIAG AG), management of
the Company has agreed to support the appointment of a representative of VIAG AG
to the Company's Board. The Computer 2000 AG transaction, which is subject to
regulatory approvals, Board approval and other terms and conditions, is expected
to be completed by June 30, 1998. No person has been designated by VIAG AG to
serve on the Company's Board at this time.
THE BOARD OF DIRECTORS UNANIMOUSLY VOTED "FOR" THE PROPOSAL TO AMEND
THE COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE
MAXIMUM NUMBER OF BOARD MEMBERS FROM NINE TO THIRTEEN.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Price Waterhouse LLP has served as independent accountants
of the Company since the fiscal year ended January 31, 1986.
A representative of Price Waterhouse LLP will be present at the annual
meeting of shareholders. Such representative will be available to respond to
appropriate questions and may make a statement if he so desires.
THE BOARD OF DIRECTORS UNANIMOUSLY VOTED "FOR" RATIFICATION OF THE
APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 31, 1999.
17
<PAGE> 20
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present at the 1999 Annual
Meeting of Shareholders must be received by the Company no later than January 2,
1999 to be eligible for inclusion in the proxy material for that meeting.
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,
Arthur W. Singleton
Vice President, Treasurer and Secretary
18
<PAGE> 21
EXHIBIT A
PROPOSED AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED ARTICLES OF
INCORPORATION
RESOLVED, that Article IX, subpart (i) of the Company's Amended and
Restated Articles of Incorporation is hereby amended by deleting it in its
entirety and replacing it with the following:
"(i) The number of directors shall consist of not less than
one nor more than thirteen members, the exact number of which will be fixed from
time to time in accordance with the By-Laws of the Corporation".
19
<PAGE> 22
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE> 23
APPENDIX
PROXY
TECH DATA CORPORATION
P.O. BOX 6260
CLEARWATER, FL 34618-9938
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 below, all the shares of Common Stock of Tech Data Corporation held
of record by the undersigned on May 1, 1998, at the Annual Meeting of
Shareholders to be held on June 23, 1998, or any adjournment thereof.
1. TO ELECT TWO DIRECTORS to hold office until the 1999 Annual Meeting of
Shareholders, TO ELECT ONE DIRECTOR to hold office until the 2000 Annual
Meeting of Shareholders and TO ELECT THREE DIRECTORS to hold office until
the 2001 Annual Meeting of Shareholders, all to hold office until their
successors are duly elected and qualified.
<TABLE>
<S> <C> <C>
FOR WITHELD NOMINEES: Jeffery P. Howells, David M. Upton,
NOMINEES NOMINEES Anthony A. Ibarguen, Charles E. Adair, Edward
LISTED AT RIGHT LISTED AT RIGHT C. Raymund and John Y. Williams
FOR the six nominees listed above EXCEPT for
the following:
[ ] [ ]
---------------------------------------------
---------------------------------------------
---------------------------------------------
</TABLE>
2. TO CONSIDER AND VOTE upon a proposal recommended by the Board of Directors
to approve an amendment to Company's Amended and Restated Articles of
Incorporation to increase the number of board members from a maximum of
nine to a maximum of thirteen members.
3. TO CONSIDER AND VOTE to ratify the appointment of Price Waterhouse LLP as
the Company's independent auditors for the fiscal year ending January 31,
1999.
FOR______ AGAINST_______ ABSTAIN_______
4. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. ANY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED IN
FAVOR OF THE NOMINEES LISTED IN 1 ABOVE AND FOR PROPOSALS 2 AND 3.
