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): April 1, 2013
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SYNNEX CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
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Delaware
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001-31892
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94-2703333
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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44201 Nobel Drive
Fremont, California
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94538
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(Address of principal executive offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 1, 2013, SYNNEX issued a press release announcing the appointment of Marshall W. Witt as its Chief Financial Officer effective April 8, 2013. Mr. Witt will report directly to Kevin Murai, President and Chief Executive Officer of SYNNEX. The full text of SYNNEX's press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Mr. Witt, age 47, will be responsible for all aspects of SYNNEX's financial management. His experience includes 15 years with FedEx Corporation in progressive financial and operational roles and five years with KPMG LLP as an audit manager for banking and transportation clients. Most recently, since 2008, Mr. Witt was Senior Vice President of Finance and Controller with FedEx Freight Corporation, a subsidiary of FedEx Corporation serving the US, Canada and Mexico. Mr. Witt holds a Bachelor of Business Administration in Finance from Pacific Lutheran University and a Masters in Accounting from Seattle University and is a Certified Public Accountant.
On April 1, 2013, in connection with his appointment, SYNNEX and Mr. Witt entered into an offer letter, which outlines the terms of his appointment and compensation. A copy of the offer letter is attached as Exhibit 10.1 to this report and incorporated herein by reference. Under the offer letter, Mr. Witt's salary will be $400,000 on an annual basis. In addition, he will be entitled to participate in SYNNEX's Profit Share Plan with a target payment of $425,000, prorated from the date of hire, and will receive a transition bonus equal to one-third of his target Profit Share Plan payment, initially in the amount of $141,667, prorated from the date of hire. Mr. Witt will participate in SYNNEX's 2013-2015 long term incentive program with a first year, performance restricted stock unit target of $141,667, prorated from the date of hire. Mr. Witt will receive an initial restricted stock award with the approximate value of $500,000, and thereafter an annual equity grant commensurate with his performance and position, commencing in fiscal 2014. Subject to continued service as well, the restricted stock award will vest 20% each year on the anniversary of the grant. He will receive a $300,000 sign-on bonus subject to full repayment in the event he voluntarily resigns or is terminated for cause prior to one year of continuous service and subject to repayment of a prorated amount in the event he voluntarily resigns or is terminated for cause after one year but prior to two years of continuous service. In addition, Mr. Witt will receive a relocation package subject to repayment in the event he voluntarily resigns or is terminated for cause prior to two years of continuous service.
Mr. Witt's employment with SYNNEX is “at will.” However, pursuant to SYNNEX's form of change of control severance plan, if he is terminated without cause within two months before or 12 months after a change of control of SYNNEX (including a voluntary termination because of a reduction in salary or position or a relocation), he will be entitled to salary continuation at a rate equal to his average total salary and bonus over the prior three years for a minimum of 12 months plus one month per year of employment after the thirteenth year of employment, up to a maximum of 18 months, and reimbursement of COBRA payments for one year.
Mr. Witt assumes the Chief Financial Officer responsibilities from Thomas Alsborg, who has decided to retire, as previously announced. Mr. Alsborg has agreed to continue as a consultant to SYNNEX upon the CFO transition until May 31, 2013.
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Item 9.01.
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Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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Offer Letter signed April 1, 2013.
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99.1
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Press Release dated April 1, 2013.
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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: April 3, 2013
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SYNNEX CORPORATION
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By:
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/s/ Simon Y. Leung
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Simon Y. Leung
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Senior Vice President, General Counsel and
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Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Offer Letter signed April 1, 2013.
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99.1
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Press Release dated April 1, 2013.
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Exhibit 10.1
March 29, 2013
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Marshall Witt
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***Personal & Confidential***
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Dear Marshall:
We are pleased to offer you the position of Chief Financial Officer of SYNNEX Corporation (
“
Company
”
) at a starting annual salary of $400,000.00. This equals approximately $15,342.47 on a bi-weekly basis. You will participate in our annual Profit Share Plan, with a target payment of $425,000.00, prorated from your date of hire. In addition to the above base salary and incentive compensation, the Company will provide a transition bonus equal to one-third of your target Profit Share Plan payment, initially in the amount of $141,667.00, also prorated from your date of hire. You will also participate in the 2013 - 2015 Long Term Incentive Plan with a target payment of $141,667.00 in the form of performance restricted stock units, prorated from your date of hire. You will be reporting to Kevin Murai, President and CEO, and your start date will be April 8, 2013.
Subject to approval by the Compensation Committee of the Board of Directors, you will receive an initial equity grant of the approximate value of $500,000.00, and thereafter an annual equity grant commensurate with your performance and position, commencing in 2014. All equity grants will be evidenced by the Company's standard equity grant agreements.
You will also be entitled to a one-time, cash sign-on bonus of $300,000.00. As a condition to receiving the sign-on bonus, you agree to repay one hundred percent (100%) of the sign-on bonus if you: (a) voluntarily resign from the Company or (b) are terminated for cause by the Company, in either case within the first twelve months of your start date. In addition, and also as a condition to receiving the sign-on bonus, you agree to repay a prorated amount of the sign-on Bonus if you: (a) voluntarily resign from the Company or (b) are terminated for cause by the Company, in either case after twelve (12) months, but before twenty-four (24) months of your start date.
You are eligible for Company benefits including paid holidays, sick time and vacation time. Your medical, dental, vision, life, AD&D, employee assistance plan and flex plans are effective the first of the month following your start date or coinciding with your start date if you are starting on the first of the month. The Company sponsored disability plans are effective on the first of the month following your six-month anniversary with the Company.
Additionally, you will be provided with a standard relocation package. As a condition to receiving the moving allowance, you agree to repay one hundred percent (100%) of the moving allowance if you: (a) voluntarily resign from the Company, or (b) are terminated for cause by the Company, in either event within the first twenty-four (24) months of your start date. This includes all costs associated with your household move, paid on your behalf and all other moving allowance reimbursements. Should you be unable to reimburse the Company for these expenses at the time of termination, the Company reserves the right to deduct the amount from your final paycheck.
Employment with the Company is for no specific period of time and
“
at-will.
”
Please note that because your position is
“
at-will
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, your job duties, title, compensation and benefits, as well as the Company's human resources policies and procedures may change from time-to-time. Accordingly, the
“
at-will
”
nature of your employment may only be changed in a document signed by you and an executive officer of the Company. This is the full and complete agreement between us.
Your employment pursuant to this offer is contingent on (1) you executing the enclosed Proprietary Information and Inventions Agreement, (2) you providing the Company with the legally-required proof of your identity and authorization to work in the United States, and (3) the successful completion of a background check. In order for you to start employment at the Company, please bring your choice of required acceptable documentation, as stated on the enclosed Form I-9 from the Department of Homeland Security, U.S. Citizenship and Immigration Services, with you on your first day.
This letter covers the terms of your employment with us and supersedes any prior representations or agreements, whether written or oral. To accept this offer, please sign and return this letter and the executed Proprietary Information and Inventions Agreement to me. This offer, if not accepted, will expire on the close of business on April 1, 2013.
We look forward to having you join us. If you have any questions, please call me at (510) 656-3333.
Sincerely,
/s/ Kevin Murai
Kevin Murai
President and CEO
I have read and accept this employment offer.
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/s/ Marshall Witt
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4/1/13
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4/8/13
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Signature
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Date
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Start Date
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact Info
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Deirdre Skolfield, CFA
Investor Relations
SYNNEX Corporation
(510) 668-3715
deirdres@synnex.com
SYNNEX Corporation Announces the Appointment of Marshall W. Witt
as Chief Financial Officer
Fremont, CA
- April 1, 2013 - SYNNEX Corporation (NYSE: SNX), a leading business process services company, announced today that it has appointed Marshall W. Witt as Chief Financial Officer of the company effective April 8, 2013. Mr. Witt will be assuming the role from Thomas Alsborg who announced his retirement last year, and will report directly to Kevin Murai, President and Chief Executive Officer of SYNNEX Corporation.
Mr. Witt will be responsible for the company's financial management. He brings to SYNNEX over 25 years of financial experience with publicly traded companies. His experience includes 15 years with FedEx Corporation in progressive financial and operational roles and five years with KPMG LLP as an audit manager for banking and transportation clients. Most recently, Mr. Witt was Senior Vice President of Finance and Controller with FedEx Freight, a $5.3 billion subsidiary of FedEx Corporation (NYSE:FDX) serving the US, Canada and Mexico.
"Marshall brings a wealth of finance and operational experience to this vital role, including strategic acquisitions and operational efficiency improvements. With his strong financial background and industry-related experience, Marshall will make a great addition to the management team as SYNNEX continues to evolve and grow," stated Mr. Murai.
Mr. Witt holds a Bachelor of Business Administration in Finance from Pacific Lutheran University and a Masters in Accounting from Seattle University and is a Certified Public Accountant.
"Thomas has been a strong executive leader for SYNNEX over the past six years, helping to oversee significant change and growth of our company," continued Murai. "He has played a key role in helping SYNNEX to focus on important drivers of value creation and investor returns. We are grateful to Thomas and will miss his contributions. We all wish him well in his retirement and future endeavors."
About SYNNEX
SYNNEX Corporation (NYSE: SNX), a Fortune 500 corporation, is a leading business process services company, servicing resellers, retailers and original equipment manufacturers in multiple regions around the world. The Company provides services in IT distribution, supply chain management, contract assembly and business process outsourcing. Founded in 1980, SYNNEX employs approximately 11,000 full-time and part-time associates worldwide. Additional information about SYNNEX may be found online at
www.synnex.com
.
Statements in this release that are forward-looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in this release. The Company assumes no obligation to update any forward-looking statements contained in this release.
Copyright 2013 SYNNEX Corporation. All rights reserved. SYNNEX, the SYNNEX Logo and all other SYNNEX company, product and services names and slogans are trademarks or registered trademarks of SYNNEX Corporation. SYNNEX and the SYNNEX Logo Reg. U.S. Pat. & Tm. Off. Other names and marks are the property of their respective owners.
SNX-F
