8-K

 

 

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 24, 2014

 

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

On March 24, 2014, the Compensation Committee of the Board of Directors of SYNNEX Corporation (“SYNNEX”) awarded restricted stock units (“RSUs”) valued at $500,000 to Simon Y. Leung, SYNNEX’ Senior Vice President, General Counsel and Corporate Secretary. The grant date of the RSUs will be upon expiration of the fifth trading day following the release of SYNNEX’ earnings for the first fiscal quarter of 2014. The actual number of shares subject to the RSUs will be based on the closing price of SYNNEX’ common stock as reported on the New York Stock Exchange on the grant date.

The RSUs will vest on the third anniversary of the grant date subject to Mr. Leung still being employed by SYNNEX on the date of vesting. In the event of Mr. Leung’s death prior to the third anniversary of the grant date, SYNNEX will transfer to Mr. Leung’s estate the number of shares that would have vested on or prior to Mr. Leung’s death.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

SYNNEX held an Annual Meeting of Stockholders on March 25, 2014, at which the following occurred:

Proposal 1:  Election of ten directors to hold office until the 2014 Annual Meeting of Stockholders:

 

ELECTION OF DIRECTOR

  

FOR

   WITHHELD   

BROKER NON-

VOTES

Dwight Steffensen

   34,936,793    97,721    1,417,360

Kevin Murai

   34,942,182    92,332    1,417,360

Fred Breidenbach

   34,924,045    110,469    1,417,360

Hau Lee

   35,004,490    30,024    1,417,360

Matthew Miau

   33,764,166    1,270,348    1,417,360

Dennis Polk

   34,942,316    92,198    1,417,360

Gregory Quesnel

   34,980,534    53,980    1,417,360

Thomas Wurster

   34,995,201    39,313    1,417,360

Duane Zitzner

   34,995,194    39,320    1,417,360

Andrea Zulberti

   35,004,490    30,024    1,417,360

Proposal 2:  The advisory vote on SYNNEX’ executive compensation was as follows:

 

FOR

  

AGAINST

  

ABSTAIN

   BROKER NON-
VOTE

34,935,534

   89,304    9,675    1,417,361

Proposal 3: The vote on a proposal to approve SYNNEX’ 2014 Employee Stock Purchase Plan was as follows:

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER NON-

VOTE

34,930,408

   6,069    98,037    1,417,360


Proposal 4:  The vote to ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as SYNNEX’s                      independent registered public accountants was as follows:

 

FOR

  

AGAINST

  

ABSTAIN

   BROKER NON-
VOTE

36,440,496

   6,082    5,296    0


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 28, 2014

 

SYNNEX CORPORATION
By:  

/s/ Simon Y. Leung

  Simon Y. Leung
  Senior Vice President, General Counsel and
  Corporate Secretary