Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 26, 2016
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SYNNEX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 001-31892 | | 94-2703333 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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44201 Nobel Drive Fremont, California | | 94538 |
(Address of principal executive offices) | | (Zip Code) |
(510) 656-3333
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
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Item 2.02. | Results of Operations and Financial Condition. |
The information in this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On September 26, 2016, SYNNEX Corporation (“SYNNEX”) issued a press release regarding SYNNEX’ financial results for its fiscal third quarter ended August 31, 2016. The full text of SYNNEX’ press release is furnished herewith as Exhibit 99.1.
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 26, 2016, SYNNEX Corporation (the “Company”) and Kevin Murai, President and Chief Executive Officer of the Company, entered into an amendment to Mr. Murai’s March 2008 offer letter. The amendment modifies the formula by which his severance payments are calculated upon his involuntary termination (as defined in the amendment and the Company’s Change of Control Severance Plan) of employment combined with a change of control (as defined in the Severance Plan) to ensure that payments under any SYNNEX incentive bonus plans taken into account in such formula remain fully deductible to SYNNEX as performance-based compensation under Section 162(m) of the Internal Revenue Code, as amended, and to conform more closely to the severance compensation given to other senior executives of the Company.
The foregoing description of the amendment to Mr. Murai’s offer letter is qualified in its entirety by reference to the full text of the Amendment to Offer Letter, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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Exhibit No. | Description |
10.1 | Amendment to Offer Letter dated September 26, 2016, by and between SYNNEX Corporation and Kevin Murai |
99.1 | Press Release dated September 26, 2016 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 26, 2016
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SYNNEX CORPORATION |
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By: | | /s/ Simon Y. Leung |
| | Simon Y. Leung Senior Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. | Description |
10.1 | Amendment to Offer Letter dated September 26, 2016, by and between SYNNEX Corporation and Kevin Murai |
99.1 | Press Release dated September 26, 2016 |