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): January 7, 2008
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 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 January 10, 2008, SYNNEX Corporation (“SYNNEX”) issued a press release regarding SYNNEX’s financial results for its fiscal fourth quarter and year ended November 30, 2007. The full text of SYNNEX’s press release is furnished herewith as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On January 8, 2008, Mr. David Rynne informed the Board of Directors of SYNNEX that he will not stand for re-election at SYNNEX’s 2008 Annual Meeting of Stockholders and will resign immediately following this annual meeting. On January 10, 2008, SYNNEX issued a press release announcing Mr. Rynne’s retirement. The full text of SYNNEX’ press release is filed herewith as Exhibit 99.2.
(e) Profit Sharing Bonuses and the 2007 Profit Sharing Program
On January 7, 2008, the Compensation Committee of the Board of Directors of SYNNEX approved cash bonus payments for the following executive officers in the amounts set forth opposite the name of each officer, pursuant to SYNNEX’s 2007 profit sharing program:
| Name |
Amount of Bonus | ||
| Robert Huang |
$ | 1,780,000 | |
| Dennis Polk |
$ | 510,000 | |
| Thomas Alsborg |
$ | 171,000 | |
| Peter Larocque |
$ | 650,000 | |
| James Estill |
$ | 250,000 | |
| Simon Leung |
$ | 105,000 | |
In determining the amount of each executive officer’s cash bonus, the Compensation Committee considered Mr. Robert Huang’s, SYNNEX’s President and Chief Executive Officer, recommendations of each executive officer in rewarding such officers for their individual contribution.
2008 Profit Sharing Program for Executive Officers
On January 7, 2008, the Compensation Committee also approved the 2008 profit sharing program for executive officers. Bonuses granted to executive officers are determined by SYNNEX’s Compensation Committee based upon both qualitative and quantitative considerations. Bonuses to executive officers will be based upon the achievement of SYNNEX net income target percentages. Executive officers will not be eligible for bonuses unless SYNNEX meets or exceeds threshold target performance percentages, established for each executive officer, of an internally established net income goal. The actual bonus payable, if the applicable minimum threshold percentage is met, will be paid upon a sliding scale of the target performance percentage actually achieved and dollar limits established by the Compensation Committee for each individual executive officer. In addition to the above quantitative goals, Mr. Huang retains the discretion to increase or decrease bonuses for the other executive officers by up to 30%.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 10, 2008. | |
| 99.2 | Press Release dated January 10, 2008 | |
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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: January 10, 2008
| 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 January 10, 2008. | |
| 99.2 | Press Release dated January 10, 2008. | |
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