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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 9, 2026
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 9, 2026, the stockholders of 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 9, 2026, the Company held its 2026
Annual Meeting of Stockholders. The matters voted upon at the meeting by stockholders of record as of January 16, 2026 and the vote
with respect to each such matter is set forth below:
| 1. | To elect eight directors of the Company. |
| Nominee | |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| Susan K. Barnes | |
| 47,654,771 | | |
| 736,564 | | |
| 112,390 | | |
| 2,621,828 | |
| David V. Hedley III | |
| 40,504,828 | | |
| 7,975,501 | | |
| 23,396 | | |
| 2,621,828 | |
| Susan A. Johnson | |
| 40,455,204 | | |
| 8,023,528 | | |
| 24,993 | | |
| 2,621,828 | |
| Joseph G. Licata | |
| 39,495,174 | | |
| 8,990,753 | | |
| 17,798 | | |
| 2,621,828 | |
| Michael J. Loparco | |
| 46,878,928 | | |
| 1,604,871 | | |
| 19,926 | | |
| 2,621,828 | |
| Krish Prabhu | |
| 45,516,654 | | |
| 2,963,014 | | |
| 24,057 | | |
| 2,621,828 | |
| Mythili Sankaran | |
| 27,580,680 | | |
| 20,896,872 | | |
| 26,173 | | |
| 2,621,828 | |
| Jure Sola | |
| 47,412,746 | | |
| 1,068,216 | | |
| 22,763 | | |
| 2,621,828 | |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the
fiscal year ending October 3, 2026. |
| For | | |
Against | | |
Abstain | | |
Broker Non- Votes | |
| | 50,528,448 | | |
| 578,906 | | |
| 18,199 | | |
| 0 | |
| 3. | To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. |
| For | | |
Against | | |
Abstain | | |
Broker Non- Votes | |
| | 39,455,563 | | |
| 9,020,980 | | |
| 27,182 | | |
| 2,621,828 | |
| 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 | |
| | 46,532,962 | | |
| 1,939,866 | | |
| 30,897 | | |
| 2,621,828 | |
| 5. | To consider and vote upon the stockholder proposal entitled “Proposal 5 – Independent Board Chairman,” requesting
that the Board of Directors adopt a policy in order that two separate people hold the office of the Chairman and the office of the CEO. |
| For | | |
Against | | |
Abstain | | |
Broker Non- Votes | |
| | 5,761,319 | | |
| 42,678,217 | | |
| 64,189 | | |
| 2,621,828 | |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| |
Exhibit No |
|
Description |
| |
|
|
|
| |
104 |
|
Cover Page Interactive Data File (embedded with the inline XBRL document) |
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 11, 2026