cnxc-20250212

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):

☒ No fee required.

☐ 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.

February 13, 2025

Dear Concentrix Corporation Stockholder:

We invite you to attend our 2025 Annual Meeting of Stockholders, which will be held at 8:00 a.m. Eastern Daylight Time on Tuesday, March 25, 2025. The Annual Meeting will again be held in a virtual format to provide a convenient experience for all of our stockholders. Stockholders who held shares of Concentrix Corporation common stock as of the record date of January 28, 2025 will be able to attend the meeting by logging in at www.virtualshareholdermeeting.com/CNXC2025. Details regarding attending and voting at the Annual Meeting and the business to be conducted at the meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important to our Board of Directors. Whether or not you attend the Annual Meeting, we encourage you to vote your shares of Concentrix Corporation common stock 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.

Thank you for your ongoing support of, and continued interest in, Concentrix Corporation.

Sincerely,

Kathryn Marinello

Chair of the Board

Chris Caldwell

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

CONCENTRIX CORPORATION

39899 Balentine Drive, Suite 235

Newark, California 94560

Date:

Record Date:

Time:

Attendance:

Tuesday, March 25, 2025

Tuesday, January 28, 2025

8:00 a.m. EDT

www.virtualshareholdermeeting.com/CNXC2025

The 2025 Annual Meeting of Stockholders of Concentrix Corporation will be held in a virtual meeting format at www.virtualshareholdermeeting.com/CNXC2025, on Tuesday, March 25, 2025 at 8:00 a.m. Eastern Daylight Time.


Items of Business

1.			Election of ten directors nominated by our Board of Directors and named in this Proxy Statement.
2.			Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025.
3.			Approval, on an advisory basis, of the compensation of our named executive officers.
4.			Approval of a management proposal to amend our Amended and Restated Certificate of Incorporation, as amended, to permit stockholders owning at least 25% of our common stock to call a special meeting of stockholders.
5.			Vote on a shareholder proposal regarding shareholder ability to call for a special shareholder meeting, if properly presented.
6.			Such other business as may be properly be brought before the meeting.

The Proxy Statement following this Notice describes these matters in detail. We have not received notice of any other proposals to be presented at the Annual Meeting.

You may attend and vote at the Annual Meeting if you were a Concentrix Corporation stockholder of record at the close of business on January 28, 2025, the record date for the Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual 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 Annual Meeting will not prevent you from changing your vote through the virtual meeting platform if you choose to attend the meeting.

By order of the Board of Directors,

Jane C. Fogarty

Executive Vice President, Legal

Newark, California

February 13, 2025

TABLE OF CONTENTS


			Page No.
Overview of Proxy Statement and 202 5 Annual Meeting			1
Notice of Internet Availability of Proxy Materials			8
About the Annual Meeting			8
Who May Attend and Vote at the Annual Meeting			8
How to Attend the Annual Meeting			8
How to Vote at the Annual Meeting			8
How to Change or Revoke Your Vote			10
Quorum			11
Corporate Governance			11
Governance Policies			11
Stockholder Engagement			11
Related Party Transactions			12
Risk Management			13
Board of Directors			14
Leadership Structure			14
Director Independence			14
Director Qualifications and Nomination Process			15
Board Diversity			17
Meetings			17
Contacting the Board			17
Board Committees			18
Audit Committee			18
Compensation Committee			19
Nominating and Governance Committee			20
Executive Committee			20
Director Compensation			20
202 4 Director Compensation			21
Stock Ownership Guidelines			21
Proposals Requiring Your Vote			23
Proposal No. 1: Election of Directors			23
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm			28
Proposal No. 3: Approval of the Compensation of Our Named Executive Officers			29
Proposal No. 4 : Approval of Charter Amendment to Allow Stockholders Holding 25% of our Common Stock to Call Special Meetings			3 0
Proposal No. 5: Shareholder Proposal Regarding Shareholder Ability to Call for a Special Shareholder Meeting			33
Equity Compensation Plan Information			35
Beneficial Ownership of Securities			36
Our Executive Officers			38
Compensation Discussion and Analysis			39
Our Named Executive Officers			39
Our Total Rewards Philosophy			39


Our Compensation Process			39
Elements of the Fiscal Year 202 4 Compensation Program			41
Other Compensation Policies and Practices			47
202 4 Summary Compensation Table			50
Grants of Plan-Based Awards in Fiscal Year 2024			52
Outstanding Equity Awards at 202 4 Fiscal Year-End			53
Option Exercises and Stock Vested in Fiscal Year 2024			55
Pension Benefits			56
Potential Payments upon Termination or in Connection with Change of Control			56
CEO Pay Ratio			58
Pay Versus Performance			59
General Information			63
202 6 Annual Meeting of Stockholders			63
Important Notice Regarding Delivery of Stockholder Documents			63
Information Requests			64
ANNEX A: Ame ndment to the Charter			A-1
ANNEX B: Amendments to the Bylaws			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, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. 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, 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, 2024 filed with the 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 2025 ANNUAL MEETING

The following summary highlights information contained elsewhere in this Proxy Statement to assist you in reviewing the matters to be considered at the Concentrix Corporation 2025 Annual Meeting of Stockholders. In this Proxy Statement, “we,” the “Company,” and “Concentrix” refer to Concentrix Corporation and “game-changers” refers to our employees. The summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement, as well as our Annual Report on Form 10-K for the year ended November 30, 2024, before voting. This Proxy Statement and a proxy card are first being sent to stockholders on or about February 13, 2025.


Attending the Annual Meeting
Date and Time:			Record Date:
Tuesday, March 25, 2025			January 28, 2025
8:00 a.m. Eastern Daylight Time

Virtual Meeting Platform: www.virtualshareholdermeeting.com/CNXC2025


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


			2025 Proxy Statement 1


Concentrix at a Glance

We are a global technology and services leader that powers exceptional brand experiences and digital operations for more than 2,000 clients across the globe. We design, build, and run fully integrated, end-to-end solutions – including customer experience (“CX”) process optimization, technology innovation and design engineering, front- and back-office automation, analytics and business transformation services – for clients in five primary industry verticals. Our solutions help our clients drive deep understanding, full lifecycle engagement, and differentiated customer experiences for their brands.


2024 Snapshot

In 2024, we achieved strong results across key areas of growth while repurchasing shares of our common stock, reducing our leverage, and supporting our dividend. We delivered revenue of approximately $9.6 billion, representing year-over-year growth of 35.2% as reported and 2.7% on a pro forma constant currency basis. We returned approximately $220 million to stockholders, including $136 million of share repurchases and $84 million dividends, while reducing our indebtedness by approximately $209 million. In January 2025, we announced that we had completed the integration of the Webhelp business ahead of plan following our combination with Webhelp in September 2023.

In September 2024, we announced the release of iXHelloTM, the first product in our Intelligent Experience (“IX”) suite of products. iXHello is an enterprise-grade Generative AI (“GenAI”)-powered self-service application that is designed to accelerate productivity across multiple business functions by enabling users to create customizable virtual assistants that can integrate with leading large language models as well as internal data sources. iXHello is capable of researching the latest online information, translating text in over 90 languages, analyzing files, images, and data, transcribing voice and meeting notes, and creating training materials, documentation, and reports, among other applications. We expect to release additional technology products in the iX suite in fiscal year 2025.


			2025 Proxy Statement 2

Fiscal 2024 Financial Highlights


	Fiscal Year Ended
	November 30, 2024			November 30, 2023			Change
Revenue ($ millions)	$	9,618.9		$	7,114.7		35.2	%
Operating income ($ millions)	$	596.4		$	661.3		(9.8)	%
Non-GAAP operating income ($ millions) (1)	$	1,317.9		$	1,010.0		30.5	%
Operating margin	6.2		%	9.3		%	-310 bps
Non-GAAP operating margin (1)	13.7		%	14.2		%	-50 bps
Net income ($ millions)	$	251.2		$	313.8		(19.9)	%
Non-GAAP net income ($ millions)	$	772.3		$	630.7		22.5	%
Adjusted EBITDA ($ millions) (1)	$	1,554.9		$	1,181.8		31.6	%
Adjusted EBITDA margin (1)	16.2		%	16.6		%	-40 bps
(1) See page 37 of our Annual Report on Form 10-K for the fiscal year ended November 30, 2024 for reconciliations of each non-GAAP measure to its most directly comparable GAAP measure.

Fiscal 2024 Awards and Recognition Highlights

•We debuted on the Fortune 500®.

•We were honored with 53 client awards and 176 industry awards, including the Brandon Hall Group HCM Awards for Best Business Automation Solution and Customer Success’s award for Generative AI Product of the Year.

•We were distinguished by Everest Group Research as a leader for the 9th consecutive year, recognizing us for our GenAI platforms for improving CX and operational efficiency.

Additional information about our fiscal year 2024 performance is set forth in our Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2025.

We publish an annual Sustainability Report that is available on our website, which outlines our long-term ESG goals, how these commitments align with the Sustainable Development Goals established by the United Nations, and updates stakeholders on our progress toward these goals.


			2025 Proxy Statement 3

Annual Meeting Agenda

Proposal 1:

Proposal 2:

Proposal 3:

Proposal 4:

Proposal 5:

Election of Directors

(see page 23)

Ratification of Appointment of Ernst & Young LLP

Advisory Vote on Executive Compensation

Charter Amendment

Shareholder Proposal

The following table provides summary information about our ten director nominees, each of whom currently serves on our Board of Directors. Concentrix is committed to diversity and inclusion across our organization and believes this starts with our highly skilled and diverse Board. Half of the ten director nominees are women, and 20 percent identify as ethnically diverse. Our Board of Directors recommends that you vote FOR each of the director nominees.

Name and Principal Occupation

Age

Director Since

Independent

Current Committees

Chris Caldwell

President and CEO, Concentrix Corporation

2020

Executive

Teh-Chien Chou

President, Harbinger Venture Management Co., Ltd.

2020

Yes

Audit (Chair), Executive,
Nominating and Governance

LaVerne H. Council

Chief Executive Officer, Emerald One, LLC

2020

Yes

Audit, Compensation

Jennifer Deason

Chief Executive Officer, Home Partners of America

2020

Yes

Audit, Nominating and Governance

Olivier Duha

Former Chief Executive Officer, Webhelp

2023

Executive

Nicolas Gheysens

Executive, Groupe Bruxelles Lambert SA

2023

Executive

Kathryn Hayley

Chief Executive Officer, Rosewood Advisory Services, LLC

2020

Yes

Compensation (Chair), Executive, Nominating and Governance

Kathryn Marinello

Chief Executive Officer, PODS

2020

Yes

Executive (Chair)

Dennis Polk

Hyve Solutions Executive,

TD SYNNEX Corporation

2020

Yes

None

Ann Vezina

Chair of the Board, TD SYNNEX Corporation

2020

Yes

Compensation, Executive, Nominating and Governance (Chair)


			2025 Proxy Statement 4


Diverse Board Composition
% Women	% Ethnically Diverse	Age

Proposal 1:

Proposal 2:

Proposal 3:

Proposal 4:

Proposal 5:

Election of Directors

Ratification of Appointment of Ernst & Young LLP

(see page 28)

Advisory Vote on Executive Compensation

Charter Amendment

Shareholder Proposal

Following a competitive evaluation process conducted by the Audit Committee of our Board, in October 2024, we announced that the Audit Committee selected Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for our fiscal year ended November 30, 2025. Our Board of Directors recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025.

Proposal 1:

Proposal 2:

Proposal 3:

Proposal 4:

Proposal 5:

Election of Directors

Ratification of Appointment of Ernst & Young LLP

Advisory Vote on Executive Compensation

(see page 29)

Charter Amendment

Shareholder Proposal

Consistent with SEC regulations, we are holding a non-binding advisory vote on executive compensation, commonly known as “say-on-pay,” to provide our stockholders with an opportunity to express their views on our named executive officers’ compensation.

Our executive compensation program is designed to support our culture, to attract, retain, and motivate executives who can contribute to our future success as a global organization, and to reinforce the achievement of strategic financial metrics aligned with long-term sustainable profitability and growth. The program emphasizes pay-for-performance, with a significant portion of executive compensation at risk and subject to the achievement of performance metrics that are aligned to our strategy and long-term stockholder value. This includes our performance-based equity incentive program under which at least 50% of our executive officers’ long-term compensation is comprised of performance-based restricted stock units.


			2025 Proxy Statement 5

See “Compensation Discussion and Analysis” in this Proxy Statement for a discussion of our executive compensation program and the compensation earned by our executive officers in fiscal year 2024.

Our executive compensation program and compensation philosophy is also supported by policies and practices that reflect our commitment to do right by and for people, including the following:

What We Do

What We Do Not Do

☑

Balance cash and equity compensation with a strong emphasis on pay-for-performance and at-risk compensation

☒

No guaranteed minimum payouts or uncapped incentive award opportunities

☑

Enhance retention and alignment with long-term stockholder value through multi-year performance periods and vesting cycles

☒

No excessive perquisites or personal benefits for executive officers

☑

Provide incentive award opportunities based on metrics that promote long-term stockholder value

☒

No easily achievable target performance goals

☑

Require executive officers and directors to own and retain shares of Common Stock that have significant value to strengthen alignment with stockholder interests

☒

No hedging transactions, short sales, or other derivative transactions in our Common Stock by our directors, officers and game-changers

☑

Assess the competitiveness of our executive compensation program by comparison to a group of peer companies

☒

No single-trigger change of control benefits or special retirement plans for executive officers

☑

Maintain a robust clawback policy that provides for the recoupment of incentive compensation in compliance with applicable law

☒

No tax gross-up payments for executive officers for a change of control

Our Board of Directors recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers.

Proposal 1:

Proposal 2:

Proposal 3:

Proposal 4:

Proposal 5:

Election of Directors

Ratification of Appointment of Ernst & Young LLP

Advisory Vote on Executive Compensation

Charter Amendment

(see page 30)

Shareholder Proposal

We are asking stockholders to approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to permit stockholders owning at least 25% of our common stock to call a special meeting of stockholders (the “Charter Amendment”).

Our Board of Directors recommends that you vote FOR the approval of the Charter Amendment.


			2025 Proxy Statement 6

Proposal 1:

Proposal 2:

Proposal 3:

Proposal 4:

Proposal 5:

Election of Directors

Ratification of Appointment of Ernst & Young LLP

Advisory Vote on Executive Compensation

Charter Amendment

Shareholder Proposal

(see page 33)

Our Board of Directors recommends that you vote AGAINST this proposal.


			2025 Proxy Statement 7

Table of Contents

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE CONCENTRIX CORPORATION ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 25, 2025:

This Proxy Statement is being furnished to you in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies to be used at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments or postponements thereof. As permitted by SEC rules, we are furnishing our proxy materials, which include our 2024 Annual Report to Stockholders and this Proxy Statement, to stockholders by providing access to the proxy materials on the Internet at www.proxyvote.com. We are mailing stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials and how to vote by proxy online. Stockholders can request a printed copy of the proxy materials by following the instructions in the Notice.

ABOUT THE ANNUAL MEETING

Who May Attend and Vote at the Annual Meeting

You may vote at the Annual Meeting if you were a holder of shares of Concentrix Corporation common stock, par value $0.0001 per share (“Common Stock”), as of the close of business on January 28, 2025 (the “record date”). As of the record date, 64,337,846 shares of Common Stock were outstanding. Excluding 79,561 shares of restricted Common Stock that were issued in connection with the Webhelp combination for which holders have waived their right to vote on any matter submitted to the holders of Common Stock, 64,258,285 shares of Common Stock are eligible to vote at the Annual Meeting. Each such share of Common Stock is entitled to one vote on each matter presented for action at the Annual Meeting.

How to Attend the Annual Meeting

Our Annual Meeting will again be held in a virtual format to provide a safe and convenient experience for our stockholders. The Annual Meeting will be conducted via live webcast at 8:00 a.m. Eastern Daylight Time on Tuesday, March 25, 2025. Stockholders who held shares of Common Stock as of the record date for the Annual Meeting can participate in the virtual Annual Meeting and ask questions about matters that are relevant to the items of business on the agenda.

To attend, participate in, vote, and ask pertinent questions during the virtual Annual Meeting, stockholders who held shares of Common Stock as of the close of business on the record date should visit www.virtualshareholdermeeting.com/CNXC2025 and enter the unique 16-digit control number that was included on the notice of internet availability, proxy card, or the instructions that accompanied your proxy materials. You are welcome to log in as early as 15 minutes before the start time of the Annual Meeting on March 25, 2025.

The virtual meeting platform is supported across internet browsers and devices (e.g., desktops, laptops, tablets, and cell phones). If you plan to attend the live webcast, we recommend a strong WiFi or internet connection for the best viewing experience. We encourage you to access the virtual meeting platform before the meeting begins to confirm your log-in credentials, familiarize yourself with the platform, and ensure that your streaming audio is working correctly. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page. Technical support will be available starting at 7:45 a.m. EDT on March 25, 2025.

How to Vote at the Annual Meeting

SEC Form DEF 14A filed by Concentrix Corporation