TECD » Topics » PART II

These excerpts taken from the TECD 10-K filed Mar 26, 2009.

PART II

 

ITEM 5. Market for Registrant’s Common Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NASDAQ Stock Market, Inc. (“NASDAQ”) under the symbol “TECD”. We have not paid cash dividends since fiscal 1983 and the Board of Directors has no current plans to institute a cash dividend payment policy in the foreseeable future. The table below presents the quarterly high and low sale prices for our common stock as reported by the NASDAQ. As of February 27, 2009, there were 324 holders of record and we believe that there are approximately 16,500 beneficial holders.

 

     Sales Price
     High    Low

Fiscal year 2009

     

Fourth quarter

   $ 22.62    $ 14.14

Third quarter

     36.38      19.13

Second quarter

     37.80      32.90

First quarter

     35.23      30.91
     High    Low

Fiscal year 2008

     

Fourth quarter

   $ 39.36    $ 31.36

Third quarter

     41.40      33.01

Second quarter

     39.47      34.90

First quarter

     38.80      34.86

 

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Table of Contents

PART II

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





ITEM 5.Market for Registrant’s Common Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities
STYLE="margin-top:6px;margin-bottom:0px">Our common stock is traded on the NASDAQ Stock Market, Inc. (“NASDAQ”) under the symbol “TECD”. We have not paid cash dividends since fiscal 1983 and
the Board of Directors has no current plans to institute a cash dividend payment policy in the foreseeable future. The table below presents the quarterly high and low sale prices for our common stock as reported by the NASDAQ. As of
February 27, 2009, there were 324 holders of record and we believe that there are approximately 16,500 beneficial holders.

 
















































































































   Sales Price
   High  Low

Fiscal year 2009

    

Fourth quarter

  $22.62  $14.14

Third quarter

   36.38   19.13

Second quarter

   37.80   32.90

First quarter

   35.23   30.91
   High  Low

Fiscal year 2008

    

Fourth quarter

  $39.36  $31.36

Third quarter

   41.40   33.01

Second quarter

   39.47   34.90

First quarter

   38.80   34.86

 


13







Table of Contents


PART III

 

ITEM 10. Directors and Executive Officers and Corporate Governance

The information required by Item 10 relating to executive officers of the Company is included under the caption “Executive Officers” of Item 1 of this Form 10-K. The information required by Item 10 relating to Directors and corporate governance disclosures of the Company is incorporated herein by reference to the Company’s definitive proxy statement for the 2009 Annual Meeting of Shareholders (“Proxy Statement). The Proxy Statement for the 2009 Annual Meeting of Shareholders will be filed with the SEC prior to May 31, 2009.

Code of Ethics

Tech Data has adopted a code of business conduct and ethics for directors, officers (including Tech Data’s principal executive officer, principal financial officer, and principal accounting officer) and employees, known as the Code of Ethics. The Code of Ethics is available, and may be obtained free of charge, on Tech Data’s website at http://www.techdata.com/content/td_ethics/main.aspx. Tech Data intends to provide information required by Item 5.05 of Form 8-K by disclosing any amendment to, or waiver from, a provision of the Code of Ethics that applies to Tech Data’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions on the Company’s website at the web address noted in this section.

 

ITEM 11. Executive Compensation

The information required by this item is incorporated herein by reference to the Company’s Proxy Statement.

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the Company’s Proxy Statement.

 

ITEM 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated herein by reference to the Company’s Proxy Statement. However, the information included in such Proxy Statement included under the caption entitled “Report of the Audit Committee” shall not be deemed incorporated by reference in this Form 10-K and shall not otherwise be deemed filed under the Securities Act of 1933, as amended, or under the Exchange Act .

Audit Committee

Tech Data has a separately designated, standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Charles E. Adair, Maximilian Ardelt, Harry J. Harczak, Jr., and John Y. Williams.

Audit Committee Financial Expert

The Board of Directors of Tech Data has determined that Charles E. Adair, Chairman of the Audit Committee, and Harry J. Harczak, Jr. are audit committee financial experts as defined by Item 407(d) (5) (ii) of Regulation S-K under the Exchange Act, and all members of the Audit Committee are independent within the meaning of applicable SEC rule and listing standards.

 

ITEM 14. Principal Accounting Fees and Services

Information regarding principal accounting fees and services is set forth under the caption “Independent Auditor Fees” in our Proxy Statement, which is incorporated herein by reference to the Company’s definitive proxy statement for the 2009 Annual Meeting of Shareholders. The Proxy Statement for the 2009 Annual Meeting of Shareholders will be filed with the SEC prior to May 31, 2009.

 

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PART III

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





ITEM 10.Directors and Executive Officers and Corporate Governance

FACE="Times New Roman" SIZE="2">The information required by Item 10 relating to executive officers of the Company is included under the caption “Executive Officers” of Item 1 of this Form 10-K. The information required by
Item 10 relating to Directors and corporate governance disclosures of the Company is incorporated herein by reference to the Company’s definitive proxy statement for the 2009 Annual Meeting of Shareholders (“Proxy Statement). The
Proxy Statement for the 2009 Annual Meeting of Shareholders will be filed with the SEC prior to May 31, 2009.

Code of Ethics

STYLE="margin-top:6px;margin-bottom:0px">Tech Data has adopted a code of business conduct and ethics for directors, officers (including Tech Data’s principal executive officer, principal financial officer,
and principal accounting officer) and employees, known as the Code of Ethics. The Code of Ethics is available, and may be obtained free of charge, on Tech Data’s website at http://www.techdata.com/content/td_ethics/main.aspx. Tech Data
intends to provide information required by Item 5.05 of Form 8-K by disclosing any amendment to, or waiver from, a provision of the Code of Ethics that applies to Tech Data’s principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions on the Company’s website at the web address noted in this section.

 





ITEM 11.Executive Compensation

The information
required by this item is incorporated herein by reference to the Company’s Proxy Statement.

 





ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px">The information required by this item is incorporated herein by reference to the Company’s Proxy Statement.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





ITEM 13.Certain Relationships and Related Transactions, and Director Independence.

FACE="Times New Roman" SIZE="2">The information required by this item is incorporated herein by reference to the Company’s Proxy Statement. However, the information included in such Proxy Statement included under the caption entitled
“Report of the Audit Committee” shall not be deemed incorporated by reference in this Form 10-K and shall not otherwise be deemed filed under the Securities Act of 1933, as amended, or under the Exchange Act .

STYLE="margin-top:18px;margin-bottom:0px">Audit Committee

Tech Data has a separately designated, standing
Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Charles E. Adair, Maximilian Ardelt, Harry J. Harczak, Jr., and John Y. Williams.

STYLE="margin-top:18px;margin-bottom:0px">Audit Committee Financial Expert

The Board of Directors of Tech Data
has determined that Charles E. Adair, Chairman of the Audit Committee, and Harry J. Harczak, Jr. are audit committee financial experts as defined by Item 407(d) (5) (ii) of Regulation S-K under the Exchange Act, and all members of the
Audit Committee are independent within the meaning of applicable SEC rule and listing standards.

 





ITEM 14.Principal Accounting Fees and Services

SIZE="2">Information regarding principal accounting fees and services is set forth under the caption “Independent Auditor Fees” in our Proxy Statement, which is incorporated herein by reference to the Company’s definitive proxy
statement for the 2009 Annual Meeting of Shareholders. The Proxy Statement for the 2009 Annual Meeting of Shareholders will be filed with the SEC prior to May 31, 2009.

SIZE="1"> 


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These excerpts taken from the TECD 10-K filed Mar 28, 2008.

PART II

 

ITEM 5. Market for the Registrant’s Common Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NASDAQ Stock Market, Inc. (“NASDAQ”) under the symbol “TECD”. We have not paid cash dividends since fiscal 1983 and the Board of Directors has no current plans to institute a cash dividend payment policy in the foreseeable future. The table below presents the quarterly high and low sale prices for our common stock as reported by the NASDAQ. As of February 29, 2008, there were 341 holders of record. We believe that there are approximately 53,000 beneficial holders.

 

     Sales Price
     High    Low

Fiscal year 2008

     

Fourth quarter

   $ 39.36    $ 31.36

Third quarter

     41.40      33.01

Second quarter

     39.47      34.90

First quarter

     38.80      34.86
     High    Low

Fiscal year 2007

     

Fourth quarter

   $ 43.74    $ 36.23

Third quarter

     40.00      32.10

Second quarter

     38.75      33.99

First quarter

     42.65      34.94


PART II

 






ITEM 5.
Market for the Registrant’s Common Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities
STYLE="margin-top:6px;margin-bottom:0px">Our common stock is traded on the NASDAQ Stock Market, Inc. (“NASDAQ”) under the symbol “TECD”. We have not paid cash dividends since fiscal 1983 and
the Board of Directors has no current plans to institute a cash dividend payment policy in the foreseeable future. The table below presents the quarterly high and low sale prices for our common stock as reported by the NASDAQ. As of
February 29, 2008, there were 341 holders of record. We believe that there are approximately 53,000 beneficial holders.

 
















































































































   Sales Price
   High  Low

Fiscal year 2008

    

Fourth quarter

  $39.36  $31.36

Third quarter

   41.40   33.01

Second quarter

   39.47   34.90

First quarter

   38.80   34.86
   High  Low

Fiscal year 2007

    

Fourth quarter

  $43.74  $36.23

Third quarter

   40.00   32.10

Second quarter

   38.75   33.99

First quarter

   42.65   34.94
This excerpt taken from the TECD 10-K filed Mar 30, 2007.

PART II

 

ITEM 5. Market for the Registrant’s Common Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NASDAQ Stock Market under the symbol “TECD”. We have not paid cash dividends since fiscal 1983 and the Board of Directors has no current plans to institute a cash dividend payment policy in the foreseeable future. The table below presents the quarterly high and low sale prices for our common stock as reported by the NASDAQ Stock Market, Inc. As of March 1, 2007, there were 368 holders of record. We believe that there are approximately 44,000 beneficial holders.

 

     Sales Price
     High    Low
Fiscal year 2007      

Fourth quarter

   $ 43.74    $ 36.23

Third quarter

     40.00      32.10

Second quarter

     38.75      33.99

First quarter

     42.65      34.94
     High    Low
Fiscal year 2006      

Fourth quarter

   $ 42.10    $ 34.21

Third quarter

     39.50      33.80

Second quarter

     39.11      33.04

First quarter

     43.56      33.82
This excerpt taken from the TECD 10-K filed Apr 1, 2005.

PART II

 

ITEM 5. Market for the Registrant’s Common Stock and Related Shareholder Matters

 

Our common stock is traded on the NASDAQ Stock Market under the symbol “TECD”. We have not paid cash dividends since fiscal 1983 and the Board of Directors does not intend to institute a cash dividend payment policy in the foreseeable future. The table below presents the quarterly high and low sale prices for our common stock as reported by the NASDAQ Stock Market, Inc. As of February 25, 2005, there were 463 holders of record. We believe that there are approximately 39,000 beneficial holders.

 

     Sales Price

     High

   Low

Fiscal year 2005

             

Fourth quarter

   $ 46.00    $ 39.90

Third quarter

     40.50      33.82

Second quarter

     41.13      32.60

First quarter

     42.80      33.41
     High

   Low

Fiscal year 2004

             

Fourth quarter

   $ 42.83    $ 31.48

Third quarter

     35.33      29.30

Second quarter

     32.68      23.51

First quarter

     26.76      19.07

 

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