Filed: 25 Nov 20, 4:53pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 24, 2020
(Exact name of registrant as specified in its charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||(I.R.S. Employer Identification Number)|
|44111 Nobel Drive, Fremont, California||94538|
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(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:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.0001 per share||CNXC||The Nasdaq Stock Market LLC|
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).
Emerging growth company ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 24, 2020, Concentrix Corporation (the “Company”) entered into an offer letter with Chris Caldwell (the “Offer Letter”) with respect to Mr. Caldwell’s continued service as Chief Executive Officer of the Company following the previously announced separation of the Company from its sole stockholder, SYNNEX Corporation (“SYNNEX”), through a tax-free spin-off (the “Spin-off”).
Pursuant to the terms of the Offer Letter, Mr. Caldwell will receive a starting base salary at the rate of $775,000 per year and will be eligible to receive an annual cash incentive award with a target equal to 2.5 times his base salary for fiscal year 2021, with the actual amount of the award based on the achievement of performance goals established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). Thereafter, Mr. Caldwell will be eligible to receive an annual cash incentive award as determined by the Compensation Committee. With respect to his annual cash incentive award for fiscal year 2020 previously determined by the SYNNEX Compensation Committee, the bonus opportunity will remain the same except it will be paid by the Company and, in the event less than one hundred percent of the SYNNEX target goal is achieved, the bonus will be increased by twenty-five percent up to an aggregate maximum of $1,150,000.
The Offer Letter also provides for the grant of three equity awards (the “Equity Awards”) to Mr. Caldwell to occur on the effective date of the Spin-off or, if the Company’s trading is not open at such time, during the Company’s next open trading window: (i) a non-qualified stock option to acquire common stock of the Company with a fair market value of approximately $1,000,000, (ii) restricted stock of the Company with a fair market value of approximately $550,000, and (iii) restricted stock of the Company with a fair market value of $10,000,000. The stock option will vest 20% on the first anniversary of October 7, 2020, with the remainder to vest ratably on a monthly basis over the subsequent 48 months, subject to Mr. Caldwell’s continued employment with the Company. The first grant of restricted stock will vest in equal installments on each of the first five anniversaries of October 7, 2020, and the second grant of restricted stock will vest in equal installments on each of the first five anniversaries of the effective date of the Spin-off, in each case subject to Mr. Caldwell’s continued employment with the Company.
The Offer Letter also provides for certain payments to Mr. Caldwell in the event of a termination without “cause” (as such term is defined in the Offer Letter). In addition, the Offer Letter contains certain restrictive covenants, including non-competition and employee and client non-solicitation provisions, for the benefit of the Company.
The foregoing summary of the Offer Letter is qualified in its entirety by reference to the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Offer Letter, dated as of November 24, 2020, by and between the Company and Christopher Caldwell.
|Date: November 25, 2020|
|By:||/s/ Steven L. Richie|
Steven L. Richie
Executive Vice President, Legal