SEC Filing Summary: SYNNEX CORPORATION (8-K)
Business Context and Reporting Period
This Form 8-K Current Report was filed on March 19, 2012, by SYNNEX Corporation (Delaware). The filing discloses executive compensation adjustments and the results of the Annual Meeting of Stockholders held on March 20, 2012.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and executive compensation events.
Material Changes and Executive Compensation
On March 19, 2012, the Compensation Committee granted performance-based restricted stock units (RSUs) to named executive officers under the Long-Term Incentive (LTI) program. This action rebalanced annual variable compensation into a 3-year variable structure to mitigate risk and align officer interests with stockholders.
- Grant Recipients and Units: Kevin Murai (37,542), Peter Larocque (21,774), Dennis Polk (21,774), Thomas Alsborg (9,385), and Simon Leung (6,132).
- Vesting Conditions: RSUs vest on the third anniversary (November 30, 2014) contingent upon continued employment and the achievement of cumulative Earnings Per Share (EPS) and Return on Invested Capital (ROIC) targets.
- Performance Thresholds: Minimum threshold EPS is 75%; maximum is 166.7%. If the minimum EPS threshold is not met, no RSUs vest. At 100% target EPS, 45.45% of the maximum amount vests, adjusted by ROIC performance.
Stockholder Vote Results
The Annual Meeting of Stockholders on March 20, 2012, resulted in the following outcomes:
- Proposal 1 (Election of Directors): All eleven nominees were elected. Matthew Miau received the highest number of "Withheld" votes (4,490,516), while others received significantly fewer withheld votes (ranging from 67,829 to 73,499).
- Proposal 2 (Amendment to Executive Profit Sharing Plan): Approved with 33,277,420 votes FOR, 233,184 AGAINST, and 11,165 ABSTAIN.
- Proposal 3 (Advisory Vote on Executive Compensation): Approved with 33,405,155 votes FOR, 102,318 AGAINST, and 14,296 ABSTAIN.
- Proposal 4 (Ratification of KPMG LLP): Ratified with 35,077,387 votes FOR, 25,200 AGAINST, and 4,468 ABSTAIN.
Outlook, Risks, and Contingencies
The filing notes that unvested shares will be canceled if performance targets are not met or if an officer is not employed on the vesting date. In the event of an officer's death prior to vesting, shares that would have vested are transferred to the estate. No specific financial risks or unusual items regarding operations were disclosed in this report.
Key Facts for Investor Verification
- Verify the specific EPS and ROIC targets required for the 2012-2014 performance period to assess the likelihood of RSU vesting.
- Review the significant number of "Withheld" votes for director Matthew Miau compared to other nominees to understand potential shareholder concerns.
- Confirm the impact of the rebalanced compensation structure on future cash compensation expenses for named executive officers.
- Check subsequent filings for the actual EPS and ROIC performance metrics achieved by November 30, 2014.