8-K
SANMINA CORP (SANM)
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 9, 2020
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. 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 | SANM | NASDAQ Global Select Market |
ITEM 5.02 DEPARTUREOF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAINOFFICERS
On March 9, 2020, 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 1,600,000 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.
Also on March 9, 2020, the Compensation Committee of the Board of Directors of the Company approved a reduction of the salary of David Anderson, former Chief Financial Officer of the Company, to $120,000 annually, effective March 28, 2020. The Company had previously announced that Mr. Anderson would serve in an advisory capacity until March 27, 2020 to ensure a smooth Chief Financial Officer transition. In his continuing capacity, Mr. Anderson will support the Executive Chairman on special projects.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Finally, on March 9, 2020, the Company held its 2020 Annual Meeting of Stockholders. The matters voted upon at the meeting by stockholders of record as of January 15, 2020 and the vote with respect to each such matter is set forth below:
- To elect nine 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 | 59,372,700 | 1,868,708 | 21,367 | 3,842,886 | ||||
| John P. Goldsberry | 57,510,447 | 3,519,939 | 232,389 | 3,842,886 | ||||
| Rita S. Lane | 58,800,429 | 2,441,558 | 20,788 | 3,842,886 | ||||
| Joseph G. Licata | 58,089,868 | 3,148,084 | 24,823 | 3,842,886 | ||||
| Hartmut Liebel | 58,503,559 | 2,736,719 | 22,497 | 3,842,886 | ||||
| Krish Prabhu | 60,176,523 | 957,071 | 129,181 | 3,842,886 | ||||
| Mario M. Rosati | 58,371,820 | 2,867,626 | 23,329 | 3,842,886 | ||||
| Jure Sola | 57,753,226 | 3,484,901 | 24,648 | 3,842,886 | ||||
| Jackie M. Ward | 56,199,239 | 5,043,765 | 19,857 | 3,842,886 |
- To approve appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending October 3, 2020.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 65,040,422 | 54,471 | 10,768 | 0 |
- To approve the reservation of an additional 1,600,000 shares of Common Stock for issuance under the 2019 Equity Incentive Plan of the Company.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 56,784,219 | 3,846,299 | 632,257 | 3,842,886 |
2
- To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 57,598,728 | 2,983,255 | 680,792 | 3,842,886 |
ITEM 7.01 REGULATION FD DISCLOSURE
On March 12, 2020, the Company issued the press release attached as Exhibit 99.1 providing the Company’s current expectations of the impact of the COVID-19 outbreak on its second quarter fiscal 2020 guidance.
The information set forth in this Item 7.01 including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | |
|---|---|
| 99.1 | Press release issued by Sanmina Corporation dated March 12, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
3
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/<br>Kurt Adzema | |
| Kurt Adzema | ||
| Executive Vice President and Chief Financial Officer | ||
| Date: March 12, 2020 |
4
Exhibit99.1
FINANCIALNEWS
SANMINA ADDRESSESCOVID-19 AND IMPACT ON ITS SECOND FISCAL QUARTER
San Jose, CA – March 12, 2020. Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM), today announced as the result of the impact of COVID-19, that it does not expect to meet the second quarter fiscal 2020 financial outlook provided on January 27, 2020.
“We continue to monitor this evolving situation, and the safety and health of our employees, customers and partners remain a priority,” stated Hartmut Liebel, Chief Executive Officer of Sanmina Corporation. “I would like to thank our employees who have worked tirelessly in conjunction with our customers to mitigate supply chain disruption and support their demand requirements. While the full impact and duration of the COVID-19 outbreak is unknown at this time, we believe the company has a strong operating model and solid balance sheet which will enable us to weather this disruption. We remain confident in our long-term prospects and strategy, and we will continue to manage Sanmina in a measured way to build value for the long term."
About Sanmina
Sanmina Corporation, a Fortune 500 company, is a leading integrated manufacturing solutions provider serving the fastest growing segments of the global Electronics Manufacturing Services (EMS) market. Recognized as a technology leader, Sanmina provides end-to-end manufacturing solutions, delivering superior quality and support to Original Equipment Manufacturers (OEMs) primarily in the communications networks, cloud solutions, industrial, defense, medical and automotive. Sanmina has facilities strategically located in key regions throughout the world. More information about the Company is available at www.sanmina.com.
Sanmina Safe Harbor Statement
Certain statements contained in this press release, including the Company's outlook for the second quarter and its expectations regarding the impact of the COVID-19 outbreak on its operations constitute forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in these statements as a result of a number of factors, including adverse changes to the key markets we target; significant uncertainties that can cause our future sales and net income to be variable; reliance on a small number of customers for a substantial portion of our sales; risks arising from our international operations; the amount of restructuring charges relating to the Company-wide right-sizing plan actually recorded in the second quarter; risks and uncertainties relating to the impact of infectious diseases and epidemics, including the COVID-19 outbreak, on our and our customers’ and suppliers’ business operations worldwide; and the other factors set forth in the Company's annual and quarterly reports filed with the Securities Exchange Commission (“SEC”).
The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this earnings release, the conference call or the Investor Relations section of our website whether as a result of new information, future events or otherwise, unless otherwise required by law.
Sanmina Contact
Paige Melching
Senior Vice President, Marketing and Investor Communications
408-964-3610