cnxc-20240913

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Concentrix Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

CONCENTRIX CORPORATION

39899 Balentine Drive, Suite 235

Newark, California 94560

Date:

Record Date:

Time:

Attendance:

Monday, October 28, 2024

Friday, August 30, 2024

10:00 a.m. EDT

www.virtualshareholdermeeting.com/CNXC2024SM

Notice is hereby given that a Special Meeting (the “Special Meeting”) of Stockholders of Concentrix Corporation will be held in a virtual meeting format at www.virtualshareholdermeeting.com/CNXC2024SM, on Monday, October 28, 2024 at 10:00 a.m. Eastern Daylight Time.

Items of Business

1.Approval of a proposal to amend Article IX of our Amended and Restated Certificate of Incorporation (the “Charter”) to remove the 66-2/3% supermajority voting standard required to amend or repeal Articles V, VII, VIII, or IX of the Charter (the “Charter Amendment”).

2.Approval of a proposal to amend and restate the Concentrix Corporation 2020 Stock Incentive Plan (the “2020 Plan”) including to (i) increase the number of authorized shares thereunder by 3,000,000 shares and (ii) remove the evergreen provision, among other amendments (the “2020 Plan Proposal”).

3.Approval of a proposal for the adjournment of the Special Meeting to solicit additional proxies, if there are insufficient proxies at the Special Meeting to approve either of the foregoing proposals (the “Adjournment Proposal”).

The Proxy Statement following this Notice describes these matters in detail.

You may attend and vote at the Special Meeting if you were a Concentrix Corporation stockholder of record at the close of business on August 30, 2024, the record date for the Special Meeting. Your vote is important. Whether or not you plan to attend the Special Meeting, please vote your shares of Concentrix Corporation common stock promptly on the Internet, by toll-free telephone call or, if you have requested a paper copy of our proxy materials, by signing, dating, and returning the proxy card in the envelope provided. Voting your shares prior to the Special Meeting will not prevent you from changing your vote through the virtual meeting platform if you choose to attend the Special Meeting.


By order of the Board of Directors,

Jane C. Fogarty
Executive Vice President, Legal

Newark, California

September 17, 2024

TABLE OF CONTENTS


OVERVIEW OF PROXY STATEMENT AND SPECIAL MEETING			1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS			5
ABOUT THE SPECIAL MEETING			5
What is in this Proxy Statement			5
Who May Attend and Vote at the Special Meeting			5
How to Attend the Special Meeting			5
How to Vote at the Special Meeting			6
How to Change or Revoke Your Vote			7
Quorum			7
Required Votes			8
PROPOSALS REQUIRING YOUR VOTE			8
Proposal No. 1: Approval of Charter Amendment			8
Proposal No. 2: Approval of Amended and Restated 2020 Stock Incentive Plan			9
Proposal No. 3: Approval of the Adjournment of the Special Meeting to Solicit Additional Proxies			17
EQUITY COMPENSATION PLAN INFORMATION			18
BENEFICIAL OWNERSHIP OF SECURITIES			19
COMPENSATION DISCUSSION AND ANALYSIS			21
Our Total Rewards Philosophy			21
Our Compensation Process			22
Elements of the Fiscal Year 2023 Compensation Program			23
Other Compensation Policies and Practices			27
2023 SUMMARY COMPENSATION TABLE			29
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023			31
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END			32
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023			35
PENSION BENEFITS			36
POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE OF CONTROL			36
CEO PAY RATIO			38
PAY VERSUS PERFORMANCE			38
2023 Director Compensation			43
Stock Ownership Guidelines			43
GENERAL INFORMATION			44
2025 Annual Meeting of Stockholders			44
Important Notice Regarding Delivery of Stockholder Documents			44
Information Requests			45



ANNEX A: CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION			A-1
ANNEX B: AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN			B-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, but are not limited to, statements regarding our expected future financial condition, growth, and results of operations, including revenue, operating income, and free cash flow, statements regarding our expected share reserve, equity grant practices, and capital return, including stock repurchases, and statements that include words such as believe, expect, may, will, provide, could, and should, and other similar expressions. These forward-looking statements are inherently uncertain and involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023 filed with the Securities and Exchange Commission ("SEC”) and subsequent SEC filings. We do not undertake a duty to update forward-looking statements, which speak only as of the date on which they are made.

PROXY STATEMENT

OVERVIEW OF PROXY STATEMENT AND SPECIAL MEETING

The following summary highlights information contained elsewhere in this Proxy Statement to assist you in reviewing the matters to be considered at the Special Meeting. In this Proxy Statement, “we,” the “Company,” and “Concentrix” refer to Concentrix Corporation. The summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement, before voting. This Proxy Statement and a proxy card are first being sent to stockholders on or about September 17, 2024.


Attending the Annual Meeting
Date and Time:			Record Date:
Monday, October 28, 2024			August 30, 2024
10:00 a.m. Eastern Daylight Time

Virtual Meeting Platform: www.virtualshareholdermeeting.com/CNXC2024SM


Voting at the Annual Meeting
Telephone:	Online:	Mail:	At the Meeting:
(800) 690-6903	www.proxyvote.com	Return proxy card	Through the virtual
24 hours a day	24 hours a day	in the postage-paid	meeting platform
7 days a week	7 days a week	envelope provided


Special Meeting Agenda
Proposal 1:	Proposal 2:	Proposal 3:
Charter Amendment (see page 8)	2020 Plan Proposal	Adjournment Proposal

After careful consideration, the Company’s Board of Directors (the “Board”) approved and recommends that the Company’s stockholders approve the amendment to Article IX of the Company’s Charter to remove the 66-2/3% supermajority voting standard required to amend or repeal Articles V, VII, VIII, or IX of the Charter.


			2024 Special Meeting 1

Currently, Article IX of the Charter requires the affirmative vote of at least 66-2/3% of the shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class (the “Charter Supermajority Voting Standards”) to amend the following provisions:

•Article V: the authority, number, election, vacancies, and removal of directors;

•Article VII: the manner in which special meetings of stockholders of the Company are called, the prohibition on stockholders taking action by written consent, and the manner that notice is provided with respect to stockholder proposals;

•Article VIII: liability and indemnification of directors and certain other parties; and

•Article IX: amendments of the Charter.

Absent action by our stockholders, the Charter Supermajority Voting Standards are scheduled to sunset following the completion of our 2026 Annual Meeting, pursuant to Article IX of the Charter. While the Board recognizes that supermajority voting standards can promote stability by restricting certain fundamental corporate governance changes from being made unless those actions enjoy broad support among the Company’s stockholders, the Board also recognizes that some stockholders do not support supermajority voting provisions. After consideration, the Board believes that removing these provisions would strengthen the Company’s commitment to corporate governance by enhancing stockholder participation rights, and is therefore taking early action to allow our stockholders to vote on the removal of the Charter Supermajority Voting Standards prior to the scheduled 2026 sunset.

Our Board recommends that you vote FOR the Charter Amendment.


Proposal 1:	Proposal 2:	Proposal 3:
Charter Amendment	2020 Plan Proposal (see page 9)	Adjournment Proposal

We are asking our stockholders to approve an amendment and restatement (the “Amended and Restated 2020 Plan”) of our existing Concentrix Corporation 2020 Stock Incentive Plan (the “2020 Plan”), which has been approved by our Board. The Amended and Restated 2020 Plan includes provisions, summarized below, that are designed to be aligned with the interests of our stockholders.

Key Terms of the Amended and Restated 2020 Plan

•Shares Requested. Authorization of 3,000,000 shares of Concentrix common stock, par value $0.0001 per share (“Common Stock”), plus shares of Common Stock remaining under the 2020 Plan as of the date of stockholder approval and certain shares of Common Stock underlying existing awards under the 2020 Plan that are subsequently forfeited, cancelled, expired or settled in cash.

•No Evergreen. The Amended and Restated 2020 Plan removes the evergreen provision, which provided for an annual replenishment of shares available for grant.

•One-Year Minimum Vesting Requirement. Subject to certain limited exceptions, the Amended and Restated 2020 Plan requires future equity awards to have minimum vesting periods of not less than one year from the date an award is granted.

•Double Trigger Change in Control Provisions. The Amended and Restated 2020 Plan incorporates the double-trigger change in control provisions of our equity award agreements, which provides for acceleration of equity awards if the awards are not assumed, converted, replaced, or continued by the continuing entity in the event of a change in control, or if the


			2024 Special Meeting 2

participant is terminated as a result of an involuntary termination within twenty-four (24) months following a change in control.

•Clawback Policy. Awards under the Amended and Restated 2020 Plan continue to be subject to recoupment under the Concentrix Corporation Clawback Policy, which is described in further detail on page 28, as well as any other recoupment arrangements or policies in effect at the time of grant.

•No Discounted Options or Stock Appreciation Rights. The Amended and Restated 2020 Plan continues to require that stock options and stock appreciation rights have an exercise price at or above the fair market value per share of our Common Stock on the date of grant.

•Prohibition on Repricing. Repricing of stock options and stock appreciation rights, including by substitution or replacement, continues to be prohibited absent stockholder approval.

•Director Compensation Limit. Equity awards to each non-employee director continue to be subject to an aggregate annual limit of $400,000 per 12-month period, excluding any awards granted to outside directors in lieu of a cash retainer.

Grant Practices and Equity-Based Compensation Philosophy

As detailed below, the Board believes that the effective and prudent use of equity-based compensation has been integral to the Company's success in the past and is essential to our ability to achieve continued strong performance in the future.

•Promote Long-Term Success and Drive Stockholder Value. The 2020 Plan was designed to attract and retain our key personnel and to encourage them to focus on critical long-range objectives, by linking them directly to stockholder interests through increased stock ownership.

•Support for Strategic Acquisitions. We have historically granted equity-based compensation to key personnel of acquired businesses, including PK and ServiceSource International in 2022 and Webhelp in 2023, to promote retention and align the interests of our management with stockholders.

•Anti-Dilutive Share Repurchases. We have a balanced capital return program that significantly offsets dilution from the 2020 Plan through share repurchases (approximately 2.6 million shares from September 2021 through May 2024).

•Reasonable Share Request. We believe that the proposed share request would be sufficient for equity compensation awards over the next two to three years, and that such request is reasonable and consistent with market practices.

•Impact of Insufficient Shares. If the Amended and Restated 2020 Plan is not approved by our stockholders, the current 2020 Plan will remain as-is, and we may have insufficient shares available to continue to make equity grants to our employees and directors under the 2020 Plan, which could impede our ability to attract and retain top talent.

Our Board recommends that you vote FOR the 2020 Plan Proposal.


			2024 Special Meeting 3


Proposal 1:	Proposal 2:	Proposal 3:
Charter Amendment	2020 Plan Proposal	Adjournment Proposal (see page 17)

In the event that the number of shares of Common Stock present in person or represented by proxy at the Special Meeting and voting “FOR” the adoption of Proposal 1 or Proposal 2 is insufficient to adopt Proposal 1 or Proposal 2, the Company may move to adjourn the Special Meeting in order to enable the Board to solicit additional proxies in favor of the adoption of Proposal 1 or Proposal 2. In that event, the Company may ask stockholders to vote only upon the adjournment proposal and not on any other proposal discussed in this proxy statement. If the adjournment is for more than thirty (30) days, notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting.

Our Board recommends that you vote FOR the Adjournment Proposal, if there are insufficient proxies at the Special Meeting to approve Proposal 1 or Proposal 2.


			2024 Special Meeting 4


(			Vote your shares of Common Stock by proxy by calling (800) 690-6903, 24 hours a day, seven days a week until 11:59 p.m. Eastern Daylight Time on October 27, 2024. Please have your proxy card on hand when you call. The telephone voting system has easy-to-follow instructions and provides confirmation that the system has properly recorded your vote.
			OR
8			Vote your shares of Common Stock by proxy by visiting the website www.proxyvote.com, 24 hours a day, seven days a week until 11:59 p.m. Eastern Daylight Time on October 27, 2024. Please have your proxy card on hand when you access the website. The website has easy-to-follow instructions and provides confirmation that the system has properly recorded your vote.
			OR
+			If you have requested or received paper copies of our proxy materials by mail, vote your shares of Common Stock by proxy by signing, dating, and returning the proxy card prior to the Special Meeting in the postage-paid envelope provided. If you vote by telephone or over the Internet, you do not need to return your proxy card by mail.
			OR
I			Vote your shares of Common Stock by attending the Special Meeting virtually and submitting your vote through the virtual meeting platform at www.virtualshareholdermeeting.com/CNXC2024SM.


			Your vote is important. Whether or not you plan to attend the virtual Special Meeting, please vote by proxy on the Internet, by toll-free telephone call or, if you have requested a paper copy of our proxy materials, by signing, dating, and returning the proxy card.


	Fiscal Years Ended November 30,			Six Months Ended
	2021	2022	2023	May 31, 2024
(a) Equity-based awards granted under 2020 Plan(1)	746,323	803,198	1,888,157	795,722
(b) Common Stock outstanding at period end(2)	52,309,820	52,032,773	66,411,915	65,511,932
Burn rate (a/b)	1.43%	1.54%	2.84%	1.21%

(c) Shares repurchased(3)	138,455	841,979	709,438	899,685
Burn rate, net of share repurchases ((a-c)/b)	1.16%	(0.07)%	1.77%	(0.16)%

Shares available for grant under the 2020 Plan at period end				873,989


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by stockholders(2)	2,333,075	$56.04	1,696,892
Equity compensation plans not approved by stockholders(3)	46,683	$47.57	—
Total	2,379,758	$54.70	1,696,892


Directors and Named Executive Officers	Number of Shares of Common Stock Owned	Number of Shares of Common Stock Subject to Options Exercisable within 60 Days	Number of Shares of Common Stock That May Be Settled within 60 Days	Total Beneficial Ownership	Percentage Ownership
Chris Caldwell	198,806	142,927	—	341,733	*
Teh-Chien Chou	3,350	—	—	3,350	*
LaVerne H. Council	3,350	—	—	3,350	*
Jennifer Deason	3,350	—	—	3,350	*
Olivier Duha(1)	1,536,760	—	—	1,536,760	2.4%
Jane Fogarty	5,788	—	—	5,788	*
Nicolas Gheysens	1,173	—	—	1,173	*
Kathryn Hayley(2)	5,892	—	—	5,892	*
Kathryn Marinello	3,350	—	—	3,350	*
Dennis Polk	15,282	18,129	—	33,411	*
Rick Rosso	24,336	—	—	24,336	*
Cormac Twomey	20,143	—	—	20,143	*
Ann Vezina	5,294	—	—	5,294	*
Andre Valentine	38,939	—	—	38,939	*
All executive officers and directors as a group (14 persons)(3)	1,861,667	161,056	2,984	2,025,707	3.1%


Principal Stockholders and Address	Number of Shares Beneficially Owned	Percentage Ownership
Groupe Bruxelles Lambert (1) 24 avenue Marnix 1000 Brussels, Belgium	8,773,667	13.5	%
FMR LLC (2) 245 Summer Street Boston, MA 02210	7,407,525	11.4	%
The Vanguard Group (3) 100 Vanguard Blvd Malvern, PA 19355	5,363,893	8.3	%
MiTAC Holdings Corporation (4) No. 202, Wenhua 2nd Road Guishan District, Taoyuan City 333 Taiwan	4,415,535	6.8	%
Impactive Capital LP (5) 450 West 14 Street, 12th Floor New York City, NY 10014	4,375,125	6.7	%
BlackRock, Inc. (6) 55 East 52nd Street New York, NY 10022	3,982,052	6.1	%
Synnex Technology International Corporation (7) 4F, No. 75, Sec. 3, Minsheng E. Road Zhongshan District, Taipei City 104 Taiwan	3,545,840	5.5	%


Amdocs Limited	ExlService Holdings, Inc.	TransUnion
Bread Financial Holdings, Inc.	Five9, Inc.	TTEC Holdings, Inc.
CGI Inc.(1)	Genpact Limited	Verint Systems Inc.
Cognizant Technology Solutions Corporation	Open Text Corporation	Verisk Analytics, Inc.
DXC Technology Company	Perficient, Inc.
Equifax Inc.	Teleperformance(1)
(1)Traded on a non-U.S. stock exchange and compensation data may not be available for all comparisons reviewed.

SEC Form DEF 14A filed by Concentrix Corporation