Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 7, 2024 (June 5, 2024)

Synchronoss Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40574

06-1594540

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)


200 Crossing Boulevard, 8th Floor
Bridgewater, New Jersey						08807
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (866) 620-3940

Not Applicable

(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 obligation 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))

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. o

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 $.0001 par value

SNCR

The Nasdaq Stock Market, LLC

8.375% Senior Notes due 2026

SNCRL

The Nasdaq Stock Market, LLC


Item 5.07.			Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the following proposals were submitted to the stockholders of the Company:


Proposal 1:			The election of three directors to serve as Class III directors until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal.
Proposal 2:			The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal 3:			The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.
Proposal 4:			The approval of an amendment to the Company’s 2015 Equity Incentive Plan, as amended to increase the number of shares issuable under the plan and make certain other changes.

For more information about the foregoing proposals, see the Company’s Proxy Statement. Of the 10,314,688 shares of the Company’s common stock entitled to vote at the Annual Meeting, 6,092,941 shares, or approximately 59.07%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:


Proposal 1:			Election of Directors.

The Company’s stockholders elected the following directors to serve as Class III directors until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. The votes regarding the election of the directors were as follows:


Director	Votes For	Votes Withheld	Broker Non-Votes
Stephen G. Waldis	3,789,268	586,220	1,717,453
Mohan S. Gyani	3,845,122	530,366
Kevin M. Rendino	4,321,016	54,472


Proposal 2:			Ratification of Appointment of Ernst & Young LLP.

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes regarding this proposal were as follows:


Votes For	Votes Against	Votes Abstaining
5,987,833	94,928	10,180


Proposal 3:			Advisory Vote on Executive Compensation.

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The votes regarding this proposal were as follows:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
4,006,526	355,475	13,487	1,717,453


Proposal 4:			Approval of the amendment to the Company’s 2015 Equity Incentive Plan, as amended, to increase the number of shares issuable under the plan and make certain other changes.

The Company’s stockholders approved the amendment to the Company’s 2015 Equity Incentive Plan, as amended, to increase the number of shares issuable under the plan and make certain other changes. The votes regarding this proposal were as follows:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
3,958,547	407,013	9,928	1,717,453

SIGNATURES

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: June 7, 2024


						Synchronoss Technologies, Inc.
						/s/ Louis Ferraro
Name:						Louis Ferraro
Title:						Chief Financial Officer

Cover	Jun. 05, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	Synchronoss Technologies, Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40574
Entity Tax Identification Number	06-1594540
Entity Address, Address Line One	200 Crossing Boulevard
Entity Address, Address Line Two	8th Floor
Entity Address, City or Town	Bridgewater
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08807
City Area Code	866
Local Phone Number	620-3940
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001131554
Amendment Flag	false
Amendment Description
Common Stock, par value $.0001 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.0001 par value
Trading Symbol	SNCR
Security Exchange Name	NASDAQ
8.375% Senior Notes due 2026
Document Information [Line Items]
Title of 12(b) Security	8.375% Senior Notes due 2026
Trading Symbol	SNCRL
Security Exchange Name	NASDAQ