SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
|¨||Preliminary Proxy Statement|
|¨||Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|¨||Definitive Proxy Statement|
|x||Definitive Additional Materials|
|¨||Soliciting Material Pursuant to § 240.14a-12|
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|x||No fee required.|
|¨||Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.|
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
|(5)||Total fee paid:|
|¨||Fee paid previously with preliminary materials.|
|¨||Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.|
Form,Schedule or Registration Statement No.:
44201 Nobel Drive
Fremont, California 94538
March 5, 2013
We are writing to ask you to support the Board of Directors recommendations at the SYNNEX Annual Meeting of Stockholders to be held on March 19, 2013 and vote FOR each director nominee, including director Hau Lee, and FOR approval of the SYNNEX 2013 Stock Incentive Plan, as amended by the Board of Directors.
The proxy advisory firm Institutional Shareholder Services Inc. (ISS) has recommended that SYNNEX stockholders withhold votes from director nominee Hau Lee for failure to provide sufficient disclosure regarding his attendance at last fiscal years Board of Directors and committee meetings, and has also recommended that SYNNEX stockholders vote against the approval of the SYNNEX 2013 Stock Incentive Plan because it allows the Board of Directors to cancel stock options and stock appreciation rights in exchange for cash without prior stockholder approval.
We would like to provide you with additional information on these proposals to encourage your support of both.
Director Nominee Hau Lee
ISS recommended that stockholders withhold votes from Dr. Lee for failure by SYNNEX to state whether Dr. Lee attended at least 75% of the aggregate of his Board of Directors and committee meetings during his period of service. We would like to clarify that Dr. Lee did attend at least 75% of the aggregate Board and committee meetings for which he was a member in fiscal year 2012 during his period of service. With this additional disclosure, we encourage you to vote FOR the election of Dr. Lee.
SYNNEX 2013 Stock Incentive Plan
ISS also recommended that SYNNEX stockholders vote against adoption of the SYNNEX 2013 Stock Incentive Plan (the Plan) because it allows the Board of Directors to cancel stock options and stock appreciation rights in exchange for cash without prior stockholder approval. On March 4, 2013, the Board of Directors approved an amendment to the Plan to clarify that neither the Board of Directors nor any committee thereof, except in the event of a corporate merger or other reorganization, shall have the authority to cancel underwater stock options or stock appreciation rights in exchange for cash without prior stockholder approval. All statements herein are intended only to summarize such amendment and are qualified in their entirety by reference to Amendment No. 1 to SYNNEX Corporation 2013 Stock Incentive Plan, which is set forth on Appendix A. With this additional disclosure, we encourage you to vote FOR approval of the Plan, as amended.
In closing, we believe we have addressed the concerns of ISS regarding the election of Dr. Lee as a director and the approval of the Plan, as amended. As such, the Board of Directors recommends that you vote FOR the election of Dr. Lee as a director and FOR approval of the Plan, as amended, as well as the other items on the agenda.
The Board of Directors and management look forward to seeing you at the SYNNEX Annual Meeting of Stockholders.
/s/ Simon Y. Leung
Simon Y. Leung
Senior Vice President, General
AMENDMENT NO. 1 TO
2013 STOCK INCENTIVE PLAN
In accordance with Section 18(b) of the SYNNEX Corporation 2013 Stock Incentive Plan (the Plan), the Plan is hereby amended as follows, effective upon approval by the stockholders at the annual meeting on March 19, 2013:
Section 3(e) of the Plan is hereby amended and restated in its entirety as follows:
(e) Cancellation and Re-Grant of Stock Awards. Notwithstanding any contrary provision of the Plan, neither the Board nor any Committee, nor their designees, shall have the authority to: (i) amend the terms of outstanding Options or SARs to reduce the Exercise Price thereof, (ii) cancel outstanding Options or SARs in exchange for Options or SARs with an Exercise Price that is less than the exercise price of such cancelled Options or SARs, or (iii) cancel outstanding Options or SARs with an Exercise Price above the current Fair Market Value per Share in exchange for cash, another Award or other securities, in each case unless the stockholders of the Company have previously approved such an action or such action relates to an adjustment pursuant to Section 11.
To record the amendment of the Plan, SYNNEX Corporation has executed this document this 4th day of March, 2013.
|By:||/s/ Simon Y. Leung|
|Title:||General Counsel and Corporate Secretary|