8-K
SANMINA CORP (SANM)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or15(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<br> 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 5.07 | SUBMISSION 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<br> 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<br>fiscal year ending September 27, 2025. | |||||||
| --- | --- | |||||||
| For | Against | Abstain | Broker Non-<br> 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-<br> 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-<br> 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,”<br>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-<br> Votes | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | |
| 27,854,430 | 21,459,631 | 39,334 | 2,743,515 |
2
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) |
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/ Jonathan Faust |
| Jonathan Faust | |
| Executive Vice President and Chief Financial Officer |
Date: March 13, 2025
4
Exhibit 99.1
NEWS
Michael j. LOparco JoinsSanmina’s Board of Directors
San Jose, CA – March 12, 2025. Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM), a leading integrated manufacturing solutions company, today announced the appointment of Michael J. Loparco to the Company's Board of Directors, effective March 10, 2025.
Mr. Loparco is a seasoned executive with over 25 years of experience building and growing highly technical and global manufacturing businesses. Most recently, he served as CEO of Symbotic, an AI and software-driven warehouse robotics and automation company where he led the company's successful IPO. Before Symbotic, Mr. Loparco spent more than two decades at Jabil Inc., where he held various senior leadership positions. In his most recent role at Jabil, Mr. Loparco was CEO of the Electronics Manufacturing Services (EMS) segment. Additionally, he had executive ownership of Jabil’s worldwide enterprise IT, global procurement, supply chain strategies and strategic investments. Prior to that, he served as CEO of Engineered Solutions Group. During his tenure at Jabil, he was responsible for driving growth, innovation, digital transformation, operational efficiencies, establishing technology roadmaps, transforming complex supply chains and working with OEM/JDM partners in a diverse array of end markets.
Mr. Loparco currently serves on the boards of directors of iRobot, Illumus and E2IP Technologies. He is also a strategic advisor to Awz Ventures. Mr. Loparco holds a JD with honors from Stetson University College of Law and a BA in International Business from Eckerd College. He is a licensed attorney and an active member of the Florida Bar.
“We are pleased to have Michael join Sanmina's Board,” stated Jure Sola, Chairman and Chief Executive Officer of Sanmina Corporation. “Michael's extensive leadership experience and proven track record in global manufacturing, supply chain management, mergers and acquisitions and enterprise IT will be a tremendous asset to the company. We look forward to working with Michael and gaining his perspective as we continue to position the company for future growth."
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 industrial, medical, defense and aerospace, automotive, communications networks and cloud infrastructure markets. Sanmina has facilities strategically located in key regions throughout the world. More information about the Company is available at www.sanmina.com.
Sanmina Contact
Paige Melching
SVP, Investor Communications
408-964-3610