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 | ||