UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 21, 2006
SYNNEX CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-31892 | 94-2703333 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On March 21, 2006, the Board of Directors of SYNNEX Corporation (“SYNNEX”), based on the recommendation of the Nominating and Corporate Governance Committee, established the position of Lead Director and appointed Dwight Steffensen to serve as Lead Director. The Board of Directors also approved an annual retainer of $30,000 for service as Lead Director.
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 March 23, 2006, SYNNEX issued a press release regarding SYNNEX’s financial results for its first fiscal quarter ended February 28, 2006. The full text of SYNNEX’s press release is furnished herewith as Exhibit 99.1.
Item 8.01. Other Events
On March 21, 2006, the Board of Directors of SYNNEX, based on the recommendation of the Nominating and Corporate Governance Committee, amended its Corporate Governance Guidelines and the Nominating and Corporate Governance charter to reflect the new position of Lead Director, which may be obtained, on or through, our website at www.synnex.com and are available in print to any stockholder who requests them.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 23, 2006. |
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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: March 23, 2006
| SYNNEX CORPORATION | ||
| By: |
/s/ Simon Y. Leung | |
| Simon Y. Leung | ||
| General Counsel and | ||
| Corporate Secretary | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 23, 2006. |
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