Current Report Filing (8-k)
December 08 2022 - 4:06PM
Edgar (US Regulatory)
0000897723
false
0000897723
2022-12-05
2022-12-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
(December 5, 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 incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification
No.) |
2700 North First Street
San Jose, California 95134
(Address of principal executive offices, including zip code)
(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 (see General Instruction A.2.
below):
¨ | 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 communication pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communication 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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 December 5, 2022, the Board of Directors
of Sanmina Corporation (the “Company”) appointed David V. Hedley III as a member of the Board of Directors of the Company
and as a member of the Audit Committee. Mr. Hedley, 53, has served as Chief Strategy Officer of Bramshill Investments, LLC, an alternative
fixed-income asset manager, since 2021. Prior to joining Bramshill, Mr. Hedley was a Senior Managing Director and Principal of Ernst &Young
Capital Advisors, LLC from 2014 to 2020, serving as head of its U.S. Technology Investment Banking practice. Prior to Ernst &
Young, Mr. Hedley held senior technology investment banking positions at Canaccord Genuity, UBS Investment Bank, Thomas Weisel Partners
and Merrill Lynch & Co.
Mr. Hedley will receive
prorated cash and equity compensation for his service through the 2023 Annual Meeting of Stockholders in accordance with the non-employee
Board member compensation arrangements previously approved by the Board.
The press release announcing
Mr. Hedley’s appointment is filed as Exhibit 99.1 to this Form 8-K.
Approval of Executive Officer Compensation Arrangements
Also on December 5, 2022, the Compensation
Committee of the Board of Directors of the Company approved the Fiscal Year 2023 Corporate Bonus Plan (the “2023 Plan”). The
2023 Plan contains targets for the Company’s revenue, non-GAAP operating margin and cash flow from operations for fiscal 2023. The
Company’s performance for fiscal 2023 will be measured against these targets. Should the Company not achieve a minimum performance
against these targets, no incentive compensation shall be payable under the 2023 Plan. Each 2023 Plan participant’s actual incentive
compensation for fiscal 2023 will be determined by reference to his or her target incentive compensation, the Company’s achievement
against its targets and achievement of the participant’s individual/divisional performance goals for fiscal 2023. Target individual
incentive compensation payable under the 2023 Plan is expressed as a percentage of annual base salary and, for executive officers of the
Company, ranges from 80% to 187.5%. The Committee retains the right to terminate or amend the 2023 Plan in any respect, including
increasing or decreasing Company and individual incentive compensation targets, and can also adjust an individual’s incentive compensation
up or down on a discretionary basis.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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: December 8, 2022 |
|
Sanmina (NASDAQ:SANM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Sanmina (NASDAQ:SANM)
Historical Stock Chart
From Jul 2023 to Jul 2024