8-K - SANM - Equibles

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 14, 2022

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	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		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

On March 14, 2022, the stockholders of Sanmina Corporation (the “Company”) approved an amendment of the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) to reserve an additional 1,300,000 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 5.07	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 14, 2022, the Company held its 2022 Annual Meeting of Stockholders. The matters voted upon at the meeting by stockholders of record as of January 20, 2022 and the vote with respect to each such matter is set forth below:

1.	To elect eight directors to serve for the ensuing year and until their successors are appointed or elected.
Nominee	For		Against		Abstain		Broker<br> Non-Votes
---	---	---	---	---	---	---	---	---
Eugene A. Delaney		55,178,207		604,049		33,842		3,496,895
John P. Goldsberry		52,458,663		3,323,181		34,254		3,496,895
Susan A. Johnson		55,718,304		62,049		35,745		3,496,895
Rita S. Lane		51,642,156		4,140,201		33,741		3,496,895
Joseph G. Licata		53,299,156		2,480,883		36,059		3,496,895
Krish Prabhu		55,291,266		489,717		35,155		3,496,895
Mario M. Rosati		47,632,134		8,147,265		36,699		3,496,895
Jure Sola		53,389,848		2,352,639		73,611		3,496,895
2.	To approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the<br>fiscal year ending October 1, 2022.
---	---
For		Against		Abstain		Broker Non-<br> Votes
---	---	---	---	---	---	---	---
	59,241,167		47,380		24,446		0
3.	To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in<br>the Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and<br>Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.
---	---
For		Against		Abstain		Broker Non-<br> Votes
---	---	---	---	---	---	---	---
	54,047,809		1,709,986		58,303		3,496,895
4.	To approve the reservation of an additional 1,300,000 shares of Common Stock for issuance under the 2019 Plan.
---	---
For		Against		Abstain		Broker Non-<br> Votes
---	---	---	---	---	---	---	---
	53,098,275		2,668,829		48,994		3,496,895
ITEM 8.01	OTHER EVENTS
---	---

On March 14, 2022, the Board of Directors appointed Eugene A. Delaney to serve as the Lead Independent Director of the Company.

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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/ Kurt Adzema
		Kurt Adzema
		Executive Vice President and Chief Financial Officer
Date: March 18, 2022

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