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Dennis Polk compensation updated at TD SYNNEX (NYSE: SNX)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TD SYNNEX Corporation updated the employment terms for Dennis Polk as Chair, Hyve Solutions Holdings, effective December 1, 2025. He will continue reporting solely to the CEO and remain on the Board of Directors.

Under the new offer letter, Mr. Polk will receive an annual base salary of $840,000 and be eligible for an annual incentive bonus targeted at 100% of his base salary, based on performance metrics set by the Board’s Compensation Committee. He is also slated to receive equity awards in TD SYNNEX common stock with a fair market value of approximately $1,500,000, allocated 60% to time-based restricted stock and 40% to performance-based restricted stock units, granted alongside other executives’ annual awards.

The offer letter includes severance protections, providing certain payments if Mr. Polk is terminated without “cause” or resigns for “good reason,” including similar provisions tied to a change of control of the company.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual base salary $840,000 per year Compensation for Dennis Polk as Chair, Hyve Solutions Holdings
Target bonus 100% of base salary Annual incentive bonus opportunity for Dennis Polk
Equity award value $1,500,000 fair market value TD SYNNEX common stock awards for Dennis Polk
Time-based restricted stock portion 60% of equity value Structure of Dennis Polk’s equity awards
Performance-based RSU portion 40% of equity value Structure of Dennis Polk’s equity awards
Offer letter date May 5, 2026 Date of updated offer letter with Dennis Polk
Effective role date December 1, 2025 Effective date of terms for Chair, Hyve Solutions Holdings
annual incentive bonus financial
"eligible to receive an annual incentive bonus targeted at 100% of his base salary"
restricted stock financial
"60% of which will be comprised of time-based vesting restricted stock"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
performance-based vesting restricted stock units financial
"40% of which will be comprised of performance-based vesting restricted stock units"
change of control financial
"in connection with a change of control of the Company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
termination without cause financial
"in the event of a termination without “cause” or by Mr. Polk for “good reason”"
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 5, 2026
TD SYNNEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware001-3189294-2703333
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)


44201 Nobel Drive, Fremont, California
(Address of principal executive offices)

94538    
(Zip Code)
                            
(510) 668-3400
(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:
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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareSNXThe New York Stock Exchange
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
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. ☐





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 5, 2026, TD SYNNEX Corporation (the “Company”) entered into an updated offer letter with respect to the terms and conditions of Dennis Polk’s employment with the Company as Chair, Hyve Solutions Holdings of the Company, effective as of December 1, 2025 (the “Offer Letter”).

Pursuant to the terms of the Offer Letter, Mr. Polk will continue to serve as Chair, Hyve Solutions Holdings, reporting solely to the Company’s Chief Executive Officer, and as a member of the Company’s Board of Directors (the “Board”). Mr. Polk will receive an annual base salary of $840,000, subject to annual review, and will be eligible to receive an annual incentive bonus targeted at 100% of his base salary with the actual amount of the bonus based on the achievement of performance metrics established by the Compensation Committee of the Board. In addition, the Offer Letter provides that Mr. Polk will be granted equity awards for shares of the Company’s common stock with a fair market value of approximately $1,500,000, 60% of which will be comprised of time-based vesting restricted stock and 40% of which will be comprised of performance-based vesting restricted stock units. The equity awards will be granted at the same time as annual equity grants are made to all other executive officers.

The Offer Letter also provides for certain payments to Mr. Polk in the event of a termination without “cause” or by Mr. Polk for “good reason” (as such terms are defined in the Offer Letter) and also in the event of a termination without “cause” or by Mr. Polk for “good reason” in connection with a change of control of the Company.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the Offer Letter which is attached hereto and filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
10.1#
Offer Letter with Dennis Polk dated May 5, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Indicates management contract or compensatory plan or arrangement.




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.
Date: May 11, 2026TD SYNNEX CORPORATION
By:
/s/ David Vetter
David Vetter
Chief Legal Officer and Corporate Secretary
    








FAQ

What role will Dennis Polk hold at TD SYNNEX (SNX) under the new offer letter?

Dennis Polk will continue as Chair, Hyve Solutions Holdings, reporting solely to TD SYNNEX’s CEO and remaining on the Board. The updated offer letter formalizes this position and associated compensation structure effective December 1, 2025. It also links his incentives to performance metrics.

What is Dennis Polk’s new base salary at TD SYNNEX (SNX)?

Dennis Polk’s annual base salary is set at $840,000 under the updated offer letter. This amount is subject to annual review by the company. His total compensation package also includes a performance-based bonus opportunity and equity awards in TD SYNNEX common stock.

How is Dennis Polk’s bonus structured at TD SYNNEX (SNX)?

Dennis Polk is eligible for an annual incentive bonus targeted at 100% of his base salary. The actual bonus amount depends on performance metrics established by the Board’s Compensation Committee, aligning his cash incentives with company and role-specific goals.

What equity awards will Dennis Polk receive from TD SYNNEX (SNX)?

Dennis Polk will receive equity awards in TD SYNNEX common stock with a fair market value of about $1,500,000. The package is split 60% into time-based restricted stock and 40% into performance-based restricted stock units, granted alongside other executives’ annual awards.

Does Dennis Polk’s TD SYNNEX (SNX) offer letter include change-of-control protection?

Yes. The offer letter provides for certain payments if Dennis Polk is terminated without “cause” or resigns for “good reason,” including when such termination occurs in connection with a change of control of TD SYNNEX. These protections are defined in the offer letter’s terms.

When was Dennis Polk’s updated offer letter at TD SYNNEX (SNX) signed?

The updated offer letter with Dennis Polk is dated May 5, 2026. It governs his role as Chair, Hyve Solutions Holdings, and sets his compensation terms effective December 1, 2025, including salary, bonus eligibility, equity awards, and severance-related provisions.

Filing Exhibits & Attachments

4 documents