UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 21, 2017
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SYNNEX CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-31892 | | 94-2703333 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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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):
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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 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 March 27, 2017, SYNNEX Corporation (“SYNNEX”) issued a press release regarding SYNNEX’ financial results for its fiscal first quarter ended February 28, 2017. The full text of SYNNEX’ press release is furnished herewith as Exhibit 99.1.
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
SYNNEX held an Annual Meeting of Stockholders on March 21, 2017, at which the following occurred:
Proposal 1: Election of eleven directors to hold office until the 2018 Annual Meeting of Stockholders:
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| ELECTION OF DIRECTOR | FOR | WITHHELD | BROKER NON-VOTES |
| Dwight Steffensen | 36,123,394 | 54,620 | 1,921,370 |
| Kevin Murai | 36,159,983 | 18,031 | 1,921,370 |
| Fred Breidenbach | 36,125,128 | 52,886 | 1,921,370 |
| Hau Lee | 36,135,622 | 42,392 | 1,921,370 |
| Matthew Miau | 26,678,819 | 9,499,195 | 1,921,370 |
| Dennis Polk | 35,833,361 | 344,653 | 1,921,370 |
| Gregory Quesnel | 36,155,294 | 22,720 | 1,921,370 |
| Ann Vezina | 36,154,170 | 23,844 | 1,921,370 |
| Thomas Wurster | 36,154,147 | 23,867 | 1,921,370 |
| Duane Zitzner | 36,155,519 | 22,495 | 1,921,370 |
| Andrea Zulberti | 36,154,170 | 23,844 | 1,921,370 |
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Proposal 2: | The advisory vote to approve SYNNEX' executive compensation was as follows: |
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 36,031,348 | 132,378 | 14,287 | 1,921,371 |
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Proposal 3: | The advisory vote to approve the frequency of holding an advisory vote on SYNNEX' executive compensation was as follows: |
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| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTES |
| 30,073,969 | 6,432 | 6,085,763 | 11,849 | 1,921,371 |
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Proposal 4: | The vote to ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as SYNNEX' independent registered public accountants was as follows: |
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| FOR | AGAINST | ABSTAIN |
| 38,051,472 | 16,619 | 31,293 |
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| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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Exhibit No. | Description |
| 99.1 | Press Release dated March 27, 2017 |
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: March 27, 2017
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| SYNNEX CORPORATION |
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| By: | | /s/ Simon Y. Leung |
| | | Simon Y. Leung Senior Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. | Description |
| 99.1 | Press Release dated March 27, 2017 |
