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:
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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<PAGE>
[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 22, 1999, at 4:30 p.m. for the following
purposes:
1. To elect three directors to hold office until the 2002 Annual
Meeting of Shareholders, all to hold office until their successors are
duly elected and qualified;
2. To transact any other business as may properly come before
the meeting.
Shareholders of record as of the close of business on April 30, 1999 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,
/s/ ARTHUR W. SINGLETON
---------------------------------------
ARTHUR W. SINGLETON
VICE PRESIDENT, TREASURER AND SECRETARY
May 12, 1999
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>
TECH DATA CORPORATION
5350 Tech Data Drive
Clearwater, Florida 33760
(727) 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 22, 1999, at 4:30
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, 1999 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 April 30, 1999 are
entitled to notice of and to vote at the Annual Meeting. At that date, there
were 51,190,591 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>
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 April 30, 1999, 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 NATURE OF PERCENT OF
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2) CLASS
- ------------------- ---------------------- ----------
Charles E. Adair 20,000(3) *
Maximilian Ardelt 400(4) *
Peggy K. Caldwell 102,908(5) *
Timothy J. Curran 14,000(6) *
Daniel M. Doyle 22,000(7) *
Donald F. Dunn 28,000(8) *
Jeffery P. Howells 63,855(9) *
Anthony A. Ibarguen 26,084(10) *
Edward C. Raymund 194,735(11) *
Steven A. Raymund 3,389,976(12) 6.6%
David M. Upton 2,420(13) *
John Y. Williams 29,000(14) *
All executive officers and directors
as a group (22 persons) 4,771,045(15) 9.3%
Sandford C. Bernstein & Co., Inc. 7,544,055(16) 14.7%
767 Fifth Avenue
New York, New York 10153
FMR Corp. 7,374,190(17) 14.4%
82 Devonshire Street
Boston, Massachusetts 02109
T. Rowe Price Associates, Inc. 3,165,000(18) 6.2%
100 E. Pratt Street
Baltimore, MD 21202
* 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
<PAGE>
(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 7,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 30, 1999.
(4) Pursuant to a Share Purchase Agreement, dated April 14, 1998, between
Klockner & Co. AG ("Klockner") and the Company regarding the Company's
acquisition of certain shares in Computer 2000 AG, VIAG AG, the ultimate
parent of Klockner, became entitled to nominate one individual to the
Board of Directors of the Company. VIAG AG nominated Maximilian Ardelt
to sit on the Company's Board of Directors. Klockner is the beneficial
owner of 2,195,945 shares of the Company's common stock and $300,000,000
principal amount of the Company's 5% Convertible Subordinated
Debentures, due 2003, which are convertible into 5,333,100 shares of the
Company's common stock. Mr. Ardelt disclaims beneficial ownership of
such securities.
(5) Includes 94,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 30, 1999. Also
includes 1,458 shares in her Employee Stock Ownership Plan (the "ESOP")
account.
(6) Includes 14,000 shares that may be acquired upon the exercise of stock
options which are exercisble within 60 days of April 30, 1999.
(7) Includes 12,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 30, 1999.
(8) Includes 8,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 30, 1999.
(9) Includes 42,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 30, 1999. Also
includes 1,355 shares held in his ESOP account.
(10) Includes 26,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 30, 1999. Also
includes 84 shares in his ESOP account.
(11) Includes 116,300 shares owned by a trust of which he is the trustee;
includes 70,000 shares owned by a partnership of which he is a general
partner; and includes 8,435 shares held in his ESOP account.
(12) Includes 515,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 30, 1999; includes
2,695,970 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 148,506 shares held in his ESOP account.
(13) Includes 2,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 30, 1999.
(14) Includes 12,000 shares that may be acquired upon the exercise of stock
options, which are exercisable within 60 days of April 30, 1999.
(15) Includes 899,025 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 30, 1999. Also
includes 813,288 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.
(16) Based upon a Schedule 13G dated May 6, 1999 filed with the Securities
and Exchange Commission which reported that Sanford C. Bernstein & Co.,
Inc. (a registered investment advisor) had sole voting power with
respect to 4,355,925 of these shares and sole dispositive power with
respect to 7,544,055 shares.
(17) Based upon a Schedule 13G dated February 1, 1999 filed with the
Securities and Exchange Commission which reported that FMR Corp., a
parent holding company of Fidelity Management & Research Company (a
registered investment advisor) had sole voting power with respect to
121,890 of these shares and shared dispositive power with respect to
7,374,190 shares.
(18) Based upon a Schedule 13G dated February 12, 1999 filed with the
Securities and Exchange Commission, which reported that T. Rowe Price
Associates, Inc. (a registered investment advisor) had sole voting power
with respect to 147,900 of these shares and sole dispositive power with
respect to 3,165,000 shares.
3
<PAGE>
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. Three directors are to be elected at this Annual Meeting of
Shareholders to hold office for a term of three years expiring at the 2002
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.
PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE AND OTHER INFORMATION SINCE
- ------- --- --------------------- --------
NOMINEES FOR DIRECTOR - TERMS TO EXPIRE 2002
Maximilian Ardelt 59 Maximilian Ardelt is a member of the 1998
Board of Management of VIAG AG,
Munich (a group of companies engaged
in energy, telecommunications and
industrial activities) since 1994,
responsible for the
Telecommunications Division and
information systems. In addition, Mr.
Ardelt is a member of the Management
or Supervisory Boards of the
following companies: Computer 2000
AG, Georgsmarienhutte Holding GmbH,
Klockner & Co. AG, Connect Austria
GmbH, Orange Communications SA,
Radex-Heraklith Indistriebeteiligungs
AG and VIAG Interkom GmbH & Co. Mr.
Ardelt holds a Masters Degree in
Engineering from Technical University
Berlin.
Jeffery P. Howells 42 Jeffery P. Howells, Executive Vice 1998
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.
4
<PAGE>
PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE AND OTHER INFORMATION SINCE
- ------- --- --------------------- --------
NOMINEES FOR DIRECTOR - TERMS TO EXPIRE 2002
David M. Upton (1)(2) 39 David M. Upton has been on the 1997
faculty of the 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.
DIRECTORS CONTINUING IN OFFICE - TERMS TO EXPIRE 2001
Charles E. Adair (1)(2) 51 Charles E. Adair has been a partner 1995
of Cordova Capital II, LLC or
Kowaliga 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
currently serves on the Board of
Directors of Performance Food Group
Company (a food distributor) and
Horizon Medical Products, Inc. (a
manufacturer/distributor of medical
products). Mr. Adair also serves on
the Boards of Directors of 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.
Edward C. Raymund (3) 70 Edward C. Raymund has been employed 1974
continuously 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) 56 John Y. Williams has been a Managing 1988
Director of 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.
5
<PAGE>
PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE AND OTHER INFORMATION SINCE
- ------- --- --------------------- --------
DIRECTORS CONTINUING IN OFFICE - TERMS TO EXPIRE 2000
Daniel M. Doyle (1)(2) 58 Daniel M. Doyle was the Chief 1994
Executive Officer and a director from
1987 to October 1998 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.
Anthony A. Ibarguen 39 Anthony A. Ibarguen, President and 1998
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.
Steven A. Raymund (3) 43 Steven A. Raymund has been employed 198/6
by the Company since 1981. He 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.
(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.
DIRECTOR - TERM TO EXPIRE AT 1999 ANNUAL MEETING
Donald F. Dunn (1)(2) 73 Donald F. Dunn was Senior Vice 1991
President and a director of Allied
Stores Corporation from 1977 to
August 1988. 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. Mr. Dunn has decided to
retire from the Board of Directors
after the 1999 Annual Meeting of
Shareholders and not stand for
re-election.
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Steven A. Raymund is the son of Edward C. Raymund.
6
<PAGE>
The Board of Directors held four meetings during the fiscal year ended January
31, 1999. 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,
1999. 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, 1999. 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, 1999, 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>
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, 1999, 1998 and 1997 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 1999 $ 700,000 $ 853,000 $ 5,000 100,000 $ 20,000
Chairman of the Board 1998 650,000 1,137,000 5,000 100,000 5,000
of Directors and Chief 1997 500,000 1,025,000 5,000 75,000 5,000
Executive Officer
Anthony A. Ibarguen(4) 1999 430,000 315,000 5,000 70,000 3,000
President and Chief 1998 400,000 564,000 5,000 65,000 32,000
Operating Officer 1997 114,000 128,000 5,000 50,000 27,000
Jeffery P. Howells 1999 325,000 197,000 5,000 50,000 3,000
Executive Vice President 1998 300,000 375,000 5,000 45,000 5,000
and Chief Financial Officer 1997 225,000 231,000 5,000 35,000 5,000
Peggy K. Caldwell(5) 1999 263,000 161,000 5,000 35,000 3,000
Senior Vice President 1998 250,000 260,000 5,000 35,000 5,000
of Marketing 1997 225,000 256,000 5,000 35,000 5,000
Timothy J. Curran(6) 1999 263,000 163,000 5,000 35,000 3,000
Senior Vice President 1998 201,000 217,000 10,000 35,000 99,000
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. Raymund received relocation
reimbursement of $17,000 in fiscal 1999, Mr. Ibarguen received
relocation reimbursement of $28,000 in fiscal 1998 and $27,000 in fiscal
1997 and Mr. Curran received relocation reimbursement of $99,000 in
fiscal 1998.
(4) Mr. Ibarguen began his employment with the Company on September 23,
1996. In the event Mr. Ibarguen's employment is terminated other than
for cause or if for good reason he resigns (as defined in Mr. Ibarguen's
offer of employment), the Company will pay as severance pay an amount
equal to Mr. Ibarguen's annual base compensation then in effect. Good
reason to resign includes a change in control of the Company. In
addition, all stock options granted to Mr. Ibarguen through January 31,
1998 shall, in the event of termination or resignation for good cause,
be vested and become exercisable as of the date of termination and must
be exercised within one year from the termination date or the options
will expire.
(5) Ms. Caldwell retired from the Company on January 31, 1999. In connection
with Ms. Caldwell's retirement, and in recognition of her service to the
Company, the Board of Directors granted her special stock option vesting
privileges wherein stock options which vest through January 31, 2002
shall vest forward to January 31, 1999 and shall expire on January 31,
2001.
(6) Mr. Curran began his employment with the Company on April 1, 1997.
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides details regarding stock options granted to the
Executive Officers during the fiscal year ended January 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
OPTIONS OPTIONS
GRANTED GRANTED TO GRANT DATE
IN EMPLOYEES IN EXERCISE EXPIRATION PRESENT
NAME 1999(1) FISCAL YEAR PRICE($/SH) DATE VALUE(2)
- -------------------- ------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Steven A. Raymund 100,000 6.0% $ 39.94 3/27/08 $2,383,000
Anthony A. Ibarguen 70,000 4.2 39.94 3/27/08 1,668,000
Jeffery P. Howells 50,000 3.0 39.94 3/27/08 1,191,000
Peggy K. Caldwell 35,000 2.1 39.94 3/27/08 834,000
Timothy J. Curran 35,000 2.1 39.94 3/27/08 834,000
</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 65%, dividend yield at 0.0%, and an annual interest
rate of 5.7%. 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
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT YEAR-END AT YEAR-END
ACQUIRED ---------------------------- -------------------------------
ON EXERCISE VALUE
NAME IN 1998 REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------ ------- ---------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Steven A. Raymund -- $ -- 400,000 325,000 $6,610,000 $2,765,000
Anthony A. Ibarguen 20,000 473,750 -- 165,000 -- 625,000
Jeffery P. Howells 41,000 1,451,582 -- 140,000 -- 1,141,250
Peggy K. Caldwell 41,000 1,353,455 94,000 -- 1,018,000 --
Timothy J. Curran -- -- -- 70,000 -- 262,500
</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>
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:
o 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;
o provide compensation which relates to the performance of the individual
and differentiates based upon individual performance;
o provide incentive compensation that varies directly with both Company
performance and individual contribution to that performance; and
o 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 1998. 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>
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. 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 1998
compensation study prepared by the Company's human resources department. The
study included a survey of compensation of many companies which are in the
distribution industry as well as other 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>
Non-discretionary awards are based on the financial performance of the Company,
currently based primarily upon attaining certain pre-established earnings per
share goals. Discretionary awards are based upon qualitative objectives
established at the beginning of each half of the fiscal year. Executive Officers
received 70% - 100% of their total potential bonus based upon the quantitative
corporate 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 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 Stock Option
Committee 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 12, 1999
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>
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 $20,000 annual
retainer fee and a $2,000 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, 1999, there
were 4,337,000 shares underlying unexercised options granted under the 1990 Plan
and 3,424,000 shares available for grant under such Plan. The 1990 Plan is
administered by the Stock Option Committee of the Board of Directors. All
incentive stock 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 typically vest over five years following the date of grant.
Options granted to an optionee terminate ninety days after termination of
employment (which expiration date may be extended by the Board of Directors),
except for termination for cause in which case options expire immediately. 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>
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, 1999, there were 26,000 shares
underlying unexercised options granted under the 1995 Plan and 72,000 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 $1,400,000 for the fiscal year ended January 31, 1999.
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 employees of the Company and its designated 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"), as
amended. 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 is 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>
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,
1998 was $10,000. The Board of Directors approved matching Company contributions
to the Savings Plan for the fiscal year ended January 31, 1998 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 1999 amounted to
$803,000. 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>
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, 1994 (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.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
TECH DATA CORPORATION 100 70 72 135 225 166
NASDAQ STOCK MARKET(U.S.)INDEX 100 95 135 177 209 326
SIC CODE INDEX 100 58 72 99 100 89
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>
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present at the 2000 Annual
Meeting of Shareholders must be received by the Company no later than January 8,
2000 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,
/s/ ARTHUR W. SINGLETON
--------------------------------------
Arthur W. Singleton
Vice President, Treasurer and Secretary
17
<PAGE>
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 30, 1999, at the Annual Meeting of
Shareholders to be held on June 22, 1999, or any adjournment thereof.
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 PROPOSAL 1.
(Continued on reverse side)
FOLD AND DETACH HERE
<PAGE>
Please mark
your votes as
indicated in X
this example
1. TO ELECT THREE DIRECTORS to hold office until the 2002 Annual Meeting of
Shareholders, all to hold office until their successors are duly elected and
qualified.
FOR WITHHELD
nominees nominees
listed below listed below
[ ] [ ]
Nominees: Maximilian Ardelt, Jeffery P. Howells and David M. Upton FOR the
three nominees listed above EXCEPT for the following:
- --------------------------------------------------------------------------------
2. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
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 other authorized officer.
If a partnership, please sign in partnership name by authorized person.
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Signature if held jointly
Date , 1999
---------------------------------------------------------------------
Number of Shares
---------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
FOLD AND DETACH HERE
[TECH DATA LOGO]
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE,
DATE AND SIGN THE ABOVE PROXY CARD AND RETURN
IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
