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Item 9A. Controls and Procedures

2021-01-28 compared with 2020-01-29 · 37 added, 25 removed, 208 unchanged (23% of the section changed)

10 unchanged sentences

Changes in internal control over financial reporting

In fiscal year 2019, our Concentrix segment adopted the global human resources and payroll system acquired as part of the acquisition of Convergys Corporation in fiscal year 2018.

Implementation of this system has necessitated changes in policies and procedures and the related internal controls and their method of application.

Additionally, we implemented new controls over financial reporting in our Concentrix segment pursuant to the acquisition of Convergys.

However, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the last fiscal year covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The COVID-19 pandemic driven remote working arrangement did not have any material impact on our internal controls over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the last fiscal year covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

27 unchanged sentences

Equity compensation plan approved by security

Includes the number of shares to be issued under our 2003 Stock Incentive Plan and 2013 Stock Incentive Plan.

Includes the number of shares to be issued under our 2003 and 2013 Plans.

Please see Note 3 - Stockholders’ Equity of the Notes to the Consolidated Financial Statements for further information regarding the plans.

Includes the number of shares reserved for issuance under our 2013 Stock Incentive Plan.

The number of shares authorized for issuance under our 2013 Stock Incentive Plan will not exceed the sum of (1) 1,696,409 shares of common stock plus (2) 117,840 shares of RSA and RSU under the 2003 Stock Incentive Plan that had expired, terminated or been canceled and (3) any shares that are subject to outstanding options under the 2003 Stock Incentive Plan to the extent those options expire, terminate, or are canceled for any reason prior to exercise without the issuance or delivery of such shares, up to a maximum of 2,750,000 shares.

Please see Note 4 - Stockholders’ Equity of the Notes to the Consolidated Financial Statements for further information regarding the 2013 Stock Incentive Plan.

Includes the number of shares reserved for issuance under our 2020 Plan.

The number of shares authorized for issuance under our 2020 Plan will not exceed the sum of (i) 2,493,196 shares of common stock plus (ii) any shares under the 2013 Plan that that are subject to outstanding awards to the extent those awards expire, terminate or are canceled for any reason prior to exercise without the issuance or delivery of such shares, any shares subject to vesting restrictions that are subsequently forfeited, and any reserved shares not issued or subject to outstanding awards and (iii) any shares that are subject to outstanding options under the 2003 Plan to the extent those options expire, terminate, or are canceled for any reason prior to exercise without the issuance or delivery of such shares, up to a maximum of 1,443,193 shares.

Please see Note 3 - Stockholders’ Equity of the Notes to the Consolidated Financial Statements for further information regarding the SYNNEX Plans.

Includes 562,516 shares available-for-sale pursuant to our 2014 Employee Stock Purchase Plan.

17 unchanged sentences

Description of Document

Share Purchase Agreement, dated as of June 5, 2017, by and among the Company, Datatec Limited and Datatec PLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 6, 2017).

Amendment No.

1 to Share Purchase Agreement, dated as of July 22, 2017, by and among the Company, Datatec Limited and Datatec PLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on September 7, 2017).

Amendment No.

2 to Share Purchase Agreement, dated as of August 30, 2017, by and among the Company, Datatec Limited and Datatec PLC (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed on September 7, 2017).

Agreement and Plan of Merger, dated as of June 28, 2018, by and among the Company, Delta Merger Sub I, Inc., Delta Merger Sub II, LLC, and Convergys Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 2, 2018).

8 unchanged sentences

333-108543)).

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report in Form 10-K for the year ended November 30, 2019).

Amended and Restated 2003 Stock Incentive Plan and form of agreements thereunder (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).

6 unchanged sentences

333-108543)).

Table of Content

Description of Document

Joint Sales and Marketing Agreement, dated as of May 6, 2002, by and between the Company and MiTAC International Corporation (incorporated by reference to Exhibit 10.16 to Amendment No.

4 unchanged sentences

Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of January 23, 2009, by and among the Originator, the Servicer and SIT Funding Corporation (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report in Form 10-K for the year ended November 30, 2008) .

Table of Content

Description of Document

Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12, 2010, by and among SIT Funding Corporation, the lenders party thereto and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.3 to the Company’s Current Report in Form 8-K filed on November 18, 2010) .

17 unchanged sentences

Amendment to Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2013).

Table of Content

Description of Document

Promotion Letter to Christopher Caldwell, dated as of February 1, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2014).

4 unchanged sentences

001-31892) filed on March 3, 2014).

Table of Content

Description of Document

Amendment No.

17 unchanged sentences

Fifth Amendment to Credit Agreement, dated as of July 7, 2017, by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., in its capacity as Administrative Agent, an L/C Issuer and the Swing Line Lender (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 2017).

Table of Content

Description of Document

Sixth Amendment to Credit Agreement, dated as of September 1, 2017, by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., in its capacity as Administrative Agent, an L/C Issuer and the Swing Line Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on

Form 8-K filed on September 7, 2017).

Seventh Amendment to Credit Agreement, dated as of October 3, 2017, by and among the Company, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., in its capacity as Administrative Agent, an L/C Issuer and the Swing Line Lender (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2017).

Eighth Amendment to Credit Agreement, dated as of January 19, 2018, by and among the Company, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., in its capacity as Administrative Agent, an L/C Issuer and the Swing Line Lender (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2018).

Table of Content

Description of Document

Ninth Amendment to Credit Agreement, dated as of May 7, 2018, by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., in its capacity as Administrative Agent, an L/C Issuer and the Swing Line Lender (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2018).

11 unchanged sentences

and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 29, 2018.)

Table of Content

Description of Document

Consent Letter, dated October 10, 2019, by and among SIT Funding Corporation, the lenders party thereto, and MUFG Bank, Ltd.

f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., in connection with that certain Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12, 2010, by and among SIT Funding Corporation, the lenders party thereto and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2019).

Offer Letter, dated as of January 1, 2019, by and between the Company and Michael Urban (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 9, 2019).

Amendment No.

1 to SYNNEX Corporation's 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 7, 2020).

Table of Content

Description of Document

Seventeenth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 7, 2020).

Tenth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of April 10, 2020, by and among SIT Funding Corporation, SYNNEX Corporation, the lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, LTD, as agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 16, 2020).

Eleventh Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of May 26, 2020, by and among SIT Funding Corporation, SYNNEX Corporation, the lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, LTD, as agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 28, 2020).

Forms of incentive award agreements related to the 2020 SYNNEX Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 9, 2020).

Credit Agreement, dated as of October 16, 2020, by and among Concentrix, the subsidiaries of Concentrix named therein, the lenders signatories thereto from time to time, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 22, 2020).

Twelfth Amendment to Credit Agreement dated as of October 16, 2020, by and among the Company, the subsidiaries of the Company named therein, the lenders signatories thereto from time to time, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 22, 2020).

Second Amendment to Credit Agreement dated as of October 16, 2020, by and among the Company, the subsidiaries of the Company named therein, the lenders signatories thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 22, 2020).

Receivables Financing Agreement, dated as of October 30, 2020, by and among Concentrix Receivables, Inc., as borrower, Concentrix Corporation, as initial servicer, the lenders party thereto, and PNC Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.7 to Amendment No.

2 to the Concentrix Corporation Registration Statement on Form 10 filed on October 30, 2020 (File No.

Receivables Purchase Agreement, dated as of October 30, 2020, by and among Concentrix Receivables, Inc., Concentrix Corporation, as servicer, and the subsidiaries of Concentrix Corporation named therein, as originators (incorporated by reference to Exhibit 10.8 to Amendment No.

2 to the Concentrix Corporation Registration Statement on Form 10 filed on October 30, 2020 (File No.

Offer Letter signed November 24, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 25, 2020).

Separation and Distribution Agreement between SYNNEX Corporation and Concentrix Corporation, dated as of November 30, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 2, 2020).

Employee Matters Agreement between SYNNEX Corporation and Concentrix Corporation, dated as of November 30, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 2, 2020).

Tax Matters Agreement between SYNNEX Corporation and Concentrix Corporation, dated as of November 30, 2020 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 2, 2020).

Master Commercial Agreement between SYNNEX Corporation and Concentrix Corporation, dated as of December 1, 2020 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December 2, 2020).

Subsidiaries of the Company.

2 unchanged sentences

Rule 13a-14(a) Certification of Chief Executive Officer.

Table of Content

Description of Document

Rule 13a-14(a) Certification of Chief Financial Officer.

58 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures