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 20, 2018
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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.)
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company | | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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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 20, 2018, at which the following occurred:
Proposal 1: Election of eleven directors to hold office until the 2019 Annual Meeting of Stockholders:
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| ELECTION OF DIRECTOR | FOR | WITHHELD | BROKER NON-VOTES |
| Dwight Steffensen | 35,176,748 | 374,574 | 2,106,133 |
| Kevin Murai | 35,206,041 | 345,281 | 2,106,133 |
| Dennis Polk | 35,481,941 | 69,381 | 2,106,133 |
| Fred Breidenbach | 35,436,804 | 114,518 | 2,106,133 |
| Hau Lee | 35,496,617 | 54,705 | 2,106,133 |
| Matthew Miau | 24,914,684 | 10,636,638 | 2,106,133 |
| Gregory Quesnel | 35,459,076 | 92,246 | 2,106,133 |
| Ann Vezina | 35,519,177 | 32,145 | 2,106,133 |
| Thomas Wurster | 35,456,313 | 95,009 | 2,106,133 |
| Duane Zitzner | 35,494,133 | 57,189 | 2,106,133 |
| Andrea Zulberti | 35,511,319 | 40,003 | 2,106,133 |
Proposal 2: The advisory vote to approve SYNNEX' executive compensation was as follows:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 35,053,900 | 485,233 | 12,188 | 2,106,134 |
Proposal 3: The approval of the material terms of performance goals under the 2013 Stock Incentive Plan was as follows:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 35,251,202 | 292,195 | 7,924 | 2,106,134 |
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 | |
| 37,635,356 | 13,806 | 8,293 | |
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 23, 2018
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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 |
