SNX Files 8-K Detailing Mr. Leung's Separation Pay, Equity Vesting, and Covenants

Rhea-AI Filing Summary

TD SYNNEX Corp. disclosed a compensation arrangement for Mr. Leung effective September 10, 2025. Under the agreement the company will provide salary continuation for 24 months, payment of the fiscal 2025 Management Incentive Plan bonus at the target amount of approximately $348,500, and a $5,000 lump sum. The agreement also provides for the accelerated vesting of outstanding unvested restricted stock, restricted stock unit and stock option awards, prorated to September 1, 2025 assuming performance at target for performance-based RSUs, and an extension of option exercise periods to 12 months following September 1, 2025. The arrangement contains restrictive covenants, including non-competition and non-solicitation provisions. The full agreement is filed as Exhibit 10.1 and is incorporated by reference.

Positive

• Agreement is specific and documented: principal terms are disclosed and the full agreement is filed as Exhibit 10.1.
• Equity vesting tied to performance and prorated time: accelerated vesting is conditioned on performance at target and prorated to Sept 1, 2025, aligning some outcomes with performance metrics.

Negative

• Company will incur cash obligations: salary continuation for 24 months, payment of the fiscal 2025 bonus at ~$348,500, and a $5,000 lump sum.
• Key financial detail missing: the filing does not disclose Mr. Leung's base salary or an aggregate estimate of the total cost to the company, limiting assessment of materiality.

Insights

Financial Analyst

TL;DR: Executive separation package includes cash, bonus, equity acceleration and option extension; modest disclosed cash amounts limit materiality.

The agreement specifies defined cash components (24 months salary continuation, ~$348,500 bonus at target, and a $5,000 lump sum) and equity treatment (accelerated vesting prorated to Sept 1, 2025 if performance-based awards achieve target). Extension of option exercise periods to 12 months following Sept 1, 2025 is disclosed. These are concrete contractual obligations; however, the filing does not disclose the salary amount or total estimated cost to the company, limiting assessment of financial impact.

Corporate Governance Expert

TL;DR: Agreement includes typical separation protections and restrictive covenants; disclosure is precise on terms but omits salary figure.

The document clearly states restrictive covenants (non-compete and non-solicit) accompany the continued compensation, and ties equity acceleration to a defined performance period ending Sept 1, 2025. From a governance perspective, the filing provides the principal economic terms and notes the full agreement is filed as Exhibit 10.1, enabling review. The filing does not provide the executive's base salary or aggregated potential cost, which limits transparency on total compensation impact.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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.

Understanding 8-K Material Events →

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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): September 10, 2025

TD SYNNEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			001-31892			94-2703333
(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

SNX

The 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) As previously announced, Simon Leung, Chief Business Officer of TD SYNNEX Corporation (the “Company”), retired from the Company effective September 1, 2025. In consideration of Mr. Leung’s performance through the current fiscal year and in connection with his resignation and his execution and ongoing compliance with the Company's customary release of claims, Mr. Leung receives, among other things, salary continuation for 24 months; payment of the fiscal year 2025 Management Incentive Plan bonus at the target amount of approximately $348,500; the accelerated vesting of outstanding unvested restricted stock, restricted stock unit and stock option awards, assuming the performance of the Company at target for the vesting of the performance-based restricted stock unit awards prorated based on the time in performance period to September 1, 2025; extension of the exercise period of outstanding stock options to twelve months following September 1, 2025; and a lump sum payment of $5,000. The agreement for this continued compensation, effective September 10, 2025, contains certain restrictive covenants, including a non-competition and non-solicitation provision, for the benefit of the Company. The foregoing description of the agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1+						Severance Agreement between TD SYNNEX Corporation and Simon Leung.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

+Schedules (or similar attachments) and certain information have been omitted pursuant to Items 601(a)(5), 601(a)(6) and/or 601(b)(10)(iv) of Regulation S-K. TD SYNNEX hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request; provided, however, that TD SYNNEX may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

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: September 16, 2025			TD SYNNEX CORPORATION
			By:			/s/ David Vetter
						David Vetter
						Chief Legal Officer and Corporate Secretary

FAQ

What compensation does TD SYNNEX (SNX) provide to Mr. Leung under the agreement?

The company provides 24 months of salary continuation, payment of the fiscal 2025 Management Incentive Plan bonus at the target amount (~$348,500), an accelerated vesting of unvested equity prorated to Sept 1, 2025 if performance-based awards meet target, extension of option exercise periods to 12 months after Sept 1, 2025, and a $5,000 lump sum.

When does the agreement for continued compensation become effective?

The agreement is effective September 10, 2025.

Are there any restrictive covenants in the agreement?

Yes. The agreement includes restrictive covenants for the benefit of the company, including a non-competition and non-solicitation provision.

Is the full agreement available for review?

Yes. The filing states the full text of the agreement is filed as Exhibit 10.1 and is incorporated by reference.

Does the filing state the total cost to TD SYNNEX of these payments?

No. The filing discloses specific items and the bonus amount (~$348,500) and the $5,000 lump sum, but it does not disclose the executive's base salary or an aggregate total cost estimate.