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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

 

March 10, 2025

Date of Report (Date of earliest event reported)

 

SANMINA CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   000-21272   77-0228183
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

2700 North First Street

San Jose, California 95134

(Address of principal executive offices)

 

(408) 964-3500

(Registrant’s telephone number, including area code)

 

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.  ¨

 

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  SANM  NASDAQ Global Select Market

 

 

 

 

 

ITEM 5.02        DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

Appointment of New Director

 

On March 10, 2025, the Board of Directors of Sanmina Corporation (the “Company”) appointed Michael J. Loparco, 53, as a member of the Board of Directors of the Company. Such appointment was made subsequent to the Company’s annual meeting of stockholders held the same day. Mr. Loparco most recently served as Chief Executive Officer of Symbotic Inc, a robotics and automation company, in 2022 and as Special Advisor to its Board of Directors from 2022 to 2023. Before Symbotic, Mr. Loparco spent more than two decades at Jabil Inc., a manufacturing services company, where he held various senior leadership positions, including CEO of Electronics Manufacturing Services & EVP Executive Head of Enterprise IT & Supply Chain Strategy from 2020 to 2022. Mr. Loparco also currently serves on the board of directors of iRobot Corporation, a consumer robotics company.

 

Mr. Loparco will receive cash and equity compensation for his service in accordance with the non-employee Board member compensation arrangements previously approved by the Board.

 

The press release announcing Mr. Loparco’s appointment is filed as Exhibit 99.1 to this Form 8-K.

 

Approval of Stock Plan Amendment

 

On March 10, 2025, the stockholders of the Company approved an amendment of the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) to reserve an additional 1,000,000 shares of Common Stock for issuance thereunder.

 

The 2019 Plan provides for the grant to eligible individuals of stock options, both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and such other cash and stock awards as the administrator of the 2019 Plan shall determine. The terms and conditions of each type of award are set forth in the 2019 Plan. Individuals eligible to receive awards under the 2019 Plan include executive officers, employees, consultants and non-employee members of the Company’s Board of Directors. The 2019 Plan expires on December 3, 2028.

 

ITEM 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On March 10, 2025, the Company held its 2025 Annual Meeting of Stockholders. The matters voted upon at the meeting by stockholders of record as of January 17, 2025 and the vote with respect to each such matter is set forth below:

 

1.To elect seven directors of the Company.

 

Nominee  For   Against   Abstain   Broker
Non-Votes
 
Susan K. Barnes   48,675,605    656,368    21,422    2,742,515 
David V. Hedley III   47,416,276    1,924,258    12,861    2,743,515 
Susan A. Johnson   48,685,562    647,670    20,163    2,743,515 
Joseph G. Licata   41,895,466    7,438,059    19,870    2,743,515 
Krish Prabhu   42,452,785    6,884,969    15,641    2,743,515 
Mythili Sankaran   48,721,213    608,345    23,837    2,743,515 
Jure Sola   47,777,560    1,557,605    18,230    2,743,515 

 

2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2025.

 

For   Against   Abstain   Broker Non-
Votes
 
 51,295,762    793,031    8,117    0 

 

3.To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.

 

For   Against   Abstain   Broker Non-
Votes
 
 40,402,418    8,933,050    17,927    2,743,515 

 

4.To approve the reservation of an additional 1,000,000 shares of Common Stock for issuance under the 2019 Plan.

 

For   Against   Abstain   Broker Non-
Votes
 
 45,948,744    3,387,461    17,190    2,743,515 

 

5.To consider and vote upon the stockholder proposal entitled “Proposal 5 – Special Shareholder Meeting Improvement,” requesting that the Board of Directors take action as necessary to amend the existing right for shareholders to call a special meeting.

 

For   Against   Abstain   Broker Non-
Votes
 
 27,854,430    21,459,631    39,334    2,743,515 

 

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ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits.

 

  Exhibit No   Description
       
  Exhibit 99.1   Press Release issued by Sanmina Corporation on March 12, 2025
       
  104   Cover Page Interactive Data File (embedded with the inline XBRL document)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SANMINA CORPORATION
     
     
  By: /s/ Jonathan Faust
    Jonathan Faust
    Executive Vice President and Chief Financial Officer

 

Date:  March 13, 2025

 

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