Current Report Filing (8-k)
March 16 2023 - 4:07PM
Edgar (US Regulatory)
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2023-03-13
2023-03-13
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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 13, 2023
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
On March 13, 2023, 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 1,200,000 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 13, 2023, the Company held its
2023 Annual Meeting of Stockholders. The matters voted upon at the meeting by stockholders of record as of January 20, 2023 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 Non-Votes | |
Eugene A. Delaney | |
| 45,074,716 | | |
| 2,839,578 | | |
| 22,786 | | |
| 5,023,149 | |
John P. Goldsberry | |
| 44,753,145 | | |
| 3,160,426 | | |
| 23,509 | | |
| 5,023,149 | |
David V. Hedley III | |
| 47,779,065 | | |
| 135,581 | | |
| 22,434 | | |
| 5,023,149 | |
Susan A. Johnson | |
| 47,654,164 | | |
| 260,255 | | |
| 22,661 | | |
| 5,023,149 | |
Joseph G. Licata | |
| 45,371,999 | | |
| 2,490,093 | | |
| 74,988 | | |
| 5,023,149 | |
Krish Prabhu | |
| 42,799,459 | | |
| 5,113,214 | | |
| 24,407 | | |
| 5,023,149 | |
Mario M. Rosati | |
| 44,292,498 | | |
| 3,622,134 | | |
| 22,448 | | |
| 5,023,149 | |
Jure Sola | |
| 45,556,261 | | |
| 2,286,127 | | |
| 94,692 | | |
| 5,023,149 | |
| 2. | To approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the
fiscal year ending September 30, 2023. |
For | | |
Against | | |
Abstain | | |
Broker Non- Votes | |
52,700,449 | | |
| 237,483 | | |
| 22,297 | | |
| 0 | |
| 3. | 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 2023 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 | |
38,400,929 | | |
| 9,466,910 | | |
| 69,241 | | |
| 5,023,149 | |
| 4. | To approve the reservation of an additional 1,200,000 shares of Common Stock for issuance under the 2019 Plan. |
For | | |
Against | | |
Abstain | | |
Broker Non- Votes | |
43,988,624 | | |
| 3,892,869 | | |
| 55,587 | | |
| 5,023,149 | |
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 16, 2023 |
|
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