Item 2.02 Results of Operations and Financial Condition.
The information in this Item 2.02 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 Item 2.02 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 filing.
On September 28, 2021, SYNNEX Corporation ("TD SYNNEX") issued a press release
regarding TD SYNNEX' financial results for its fiscal third quarter ended August
31, 2021 and the announcement of a dividend in the amount of $0.20 per common
share for the third quarter of fiscal year 2021. The full text of TD SYNNEX'
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.
(e) Offer Letter Amendment. On September 28, 2021, TD SYNNEX and Dennis Polk,
Executive Chair of the Board of Directors of TD SYNNEX, entered into a second
amendment to Mr. Polk's January 4, 2018 offer letter. The amendment provides
that, effective September 1, 2021 through November 30, 2022 (the "Initial
Transition Period"), the Company will continue to pay Mr. Polk the same, current
base salary and he will be eligible to be considered for an incentive bonus for
the Initial Transition Period, as determined by the Compensation Committee (the
"Committee"), in its sole discretion. Mr. Polk's target bonus for the fiscal
year ending November 30, 2021 will remain the same, provided he remains employed
through November 30, 2021, and his target bonus for the fiscal year ending
November 30, 2022 will be $1,812,500 with the same performance metrics as the
Chief Executive Officer of TD SYNNEX, provided Mr. Polk remain employed through
November 30, 2022. The amendment further provides that, effective December 1,
2022 through November 30, 2023 (the "Final Transition Period"), TD SYNNEX will
pay Mr. Polk a starting annual base salary of $800,000. After expiration of the
Final Transition Period, his cash compensation will be the same as other
non-employee Directors of the Board of Directors (the "Board") or as otherwise
determined by the Board, but commensurate with his expected role as
non-executive Chair of the Board. In addition, the amendment provides that, for
the Initial Transition Period, Mr. Polk will be granted (i) two options to
purchase shares of TD SYNNEX common stock with grant dates on or around
September 21, 2021 and January 4, 2022, respectively, and fair market values of
approximately $1,610,000 and $333,333, respectively and (ii) two restricted
stock awards for shares of TD SYNNEX common stock with grant dates on or around
September 21, 2021 and January 4, 2022, respectively, and fair market values of
approximately $805,000 and $333,333, respectively. The options and restricted
stock awards will each vest over five years with 20% of the underlying shares
vesting on the one-year anniversary of the grant date, and the remainder vesting
monthly thereafter. For the Final Transition Period, Mr. Polk will be granted TD
SYNNEX restricted stock as part of the Company's annual equity grant cycle,
which is estimated to be in September or October of 2022, with a fair market
value of approximately $700,000, which shall vest over four years with 25%
vesting on each one-year anniversary of the grant date.
The foregoing description of the amendment to Mr. Polk's offer letter is
qualified in its entirety by reference to the full text of the Amendment to
Offer Letter, which is filed hereto as Exhibit 10.1 and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Document
10.1 Amendment to Offer Letter dated September 28, 2021, by and between
TD SYNNEX and Dennis Polk.
99.1 Press Release dated September 28, 2021 regarding financial
results.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses