Business Context and Reporting Period
This Form 8-K is a current report filed by SYNNEX CORPORATION (now TD SYNNEX CORP) on January 8, 2013. The filing discloses executive compensation arrangements and the scheduling of the company's 2013 Annual Meeting of Stockholders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and compensation events.
Material Changes and Executive Compensation
On January 8, 2013, the Compensation Committee granted performance-based restricted stock units (RSUs) to four named executive officers under the long-term incentive (LTI) program. These grants replace a portion of cash compensation to align officer interests with stockholders and mitigate risk.
- Kevin Murai: 31,450 RSUs
- Peter Larocque: 18,241 RSUs
- Dennis Polk: 18,241 RSUs
- Simon Leung: 4,927 RSUs
Vesting Conditions:
- RSUs vest on the third anniversary of the grant date (November 30, 2015).
- Vesting is contingent upon continued employment and the achievement of cumulative Earnings Per Share (EPS) and Return on Invested Capital (ROIC) targets over a 3-year period.
- Minimum threshold EPS performance is 75%; maximum is 166.7%.
- If minimum EPS is not met, no RSUs vest regardless of ROIC performance.
- At 100% target performance for both metrics, 50% of the maximum amount vests.
Corporate Governance and Outlook
2013 Annual Meeting of Stockholders:
- Date: March 19, 2013
- Time: 10:00 a.m. PT
- Location: SYNNEX Headquarters, 44201 Nobel Drive, Fremont, California
- Record Date: February 7, 2013
Stockholder Proposals: To be eligible for presentation, stockholder proposals must be submitted in writing to the Corporate Secretary by the close of business on January 28, 2013, in accordance with the company's Bylaws.
Investor Verification Checklist
- Verify the specific EPS and ROIC targets defined in the LTI program to assess the difficulty of vesting.
- Confirm the total equity compensation expense impact of these grants on future financial statements.
- Review the proxy statement for the 2013 Annual Meeting once released to understand specific agenda items.
- Monitor the company's performance against the 3-year cumulative targets ending November 30, 2015.