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): December 22, 2023 (December 19, 2023)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2023, Synchronoss Technologies, Inc. (the “Company”) announced that Christopher Hill would leave his position as Executive Vice President, Chief Commercial Officer, effective as of December 31, 2023. In accordance with his executive employment plan dated April 30, 2021 between the Company and Mr. Hill, contingent upon Mr. Hill’s execution of a general release of claims and compliance with certain restrictive covenants, Mr. Hill will be entitled to severance benefits specified therein.

In connection with his departure, on December 19, 2023 Mr. Hill entered into a consulting agreement with the Company effective as of January 1, 2024 (the “Effective Date”), under which he will provide certain sales and sales realization services for a period of not to exceed six (6) months after the Effective Date (the “Consulting Agreement”). Mr. Hill’s compensation for services under the Consulting Agreement shall be contingent upon the achievement of certain specified objectives on or prior to June 30, 2024. In the event the objectives are achieved on or prior to April 30, 2024, Mr. Hill’s sole compensation shall consist of vesting of an aggregate of 12,362 shares of the Company’s common stock underlying restricted stock awards (“RSAs”) that were previously granted to Mr. Hill and were scheduled to vest in April 2024 (the “Eligible Stock”). In the event the objectives are achieved after April 30, 2024 but on or prior to June 30, 2024, Mr. Hill’s sole compensation shall consist of a cash payment equal to the number of shares of Eligible Stock multiplied by the per share closing price of the Company’s common stock on the day the objectives are achieved. The Consulting Agreement further provides that, other than the Eligible Stock, any performance-based RSAs, cash or cash units and any performance-based RSAs, cash or cash units previously issued or granted to Mr. Hill, will terminate in connection with his departure. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement expected to be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.

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: December 22, 2023


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

Cover	Dec. 19, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 19, 2023
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