Sanmina Empowers Smaller Investors with Major Voting Rights Reform

Rhea-AI Filing Summary

Sanmina Corp has announced significant changes to its bylaws effective June 19, 2025, following board approval. The key amendments include:

• Reduced ownership threshold for calling special stockholder meetings from 50% to 25% of voting power
• Implementation of a one-year continuous holding period requirement for stockholders to call special meetings
• Updated procedural mechanics and technical modernization of bylaws

These changes represent a significant enhancement of shareholder rights by lowering the barrier to call special meetings, while maintaining corporate stability through the holding period requirement. The amendments were filed under Form 8-K and executed by CFO Jonathan Faust. The company trades on NASDAQ under symbol SANM.

Positive

• Reduced stockholder special meeting threshold from 50% to 25% of voting power, enhancing shareholder rights and corporate governance
• Added clarity and modernization to bylaws with updated procedural mechanics

Negative

• New one-year continuous holding period requirement adds restriction for calling special stockholder meetings

Insights

Corporate Governance Specialist

Sanmina significantly enhances shareholder rights by lowering special meeting threshold from 50% to 25%, balancing accessibility with stability.

This bylaw amendment represents a substantial enhancement of shareholder rights at Sanmina Corporation. By reducing the ownership threshold required to call a special meeting from 50% to 25%, the company has effectively doubled the accessibility of this important governance mechanism. The previous 50% threshold was exceptionally high by modern corporate governance standards, essentially requiring majority control to convene non-regular meetings - making it nearly impossible for significant but non-controlling shareholders to exercise this right.

The addition of a one-year continuous holding requirement creates a thoughtful balance that prevents potential misuse by short-term investors while still empowering long-term shareholders. This structure aligns with best practices that distinguish between transient investors and committed stakeholders who have demonstrated a sustained interest in the company's governance.

This change positions Sanmina more closely with progressive governance frameworks adopted by industry leaders and responds to the growing emphasis on shareholder engagement from institutional investors. The move likely reflects board recognition of evolving expectations regarding shareholder rights and could potentially enhance the company's governance ratings with proxy advisory firms like ISS and Glass Lewis, which typically view reasonable special meeting rights favorably.

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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

June 19, 2025

Date of Report (date of earliest event reported)

SANMINA CORPORATION

(Exact name of registrant as specified in its charter)

DE		0-21272		77-0228183
(State or other jurisdiction of incorporation or		(Commission File		(I.R.S. Employer Identification
organization)		Number)		No.)

	2700 North First Street
San Jose,	CA	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 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))

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

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.  ¨

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 19, 2025, the board of directors (the “Board”) of Sanmina Corporation, a Delaware corporation (the “Company”), approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), which became effective immediately. The amendments effected by the Bylaws:

· reduce the ownership threshold necessary to call a special meeting of the stockholders from not less than fifty percent of the voting power of the outstanding shares of capital stock of the Company to not less than twenty-five percent of the voting power of the outstanding shares of capital stock of the Company;

· establish a one-year continuous holding period required to call a special meeting of the stockholders; and

· clarify and update related procedural mechanics.

The Bylaws also include certain technical, modernizing, conforming and clarifying changes.

The foregoing description of the changes contained in the Bylaws is qualified in its entirety by reference to the text of the Bylaws, a copy of which is filed hereto as Exhibit 3.1, incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.		Description
3.1		Sanmina Corporation Amended and Restated Bylaws, as amended June 19, 2025
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SANMINA CORPORATION
	By:	/s/ Jonathan Faust
		Jonathan Faust
		Executive Vice President and Chief Financial Officer

Date:   June 20, 2025

FAQ

What changes did SANM make to its bylaws on June 19, 2025?

SANM made three key changes to its bylaws: 1) Reduced the stockholder special meeting threshold from 50% to 25% of voting power, 2) Established a one-year continuous holding period requirement for calling special stockholder meetings, and 3) Updated related procedural mechanics and made technical modernizing changes.

What is the new ownership threshold required to call a special meeting of SANM stockholders?

The new ownership threshold is 25% of the voting power of SANM's outstanding shares of capital stock, reduced from the previous requirement of 50%. Stockholders must also meet a new one-year continuous holding period requirement to call a special meeting.

When did SANM's new bylaw amendments become effective?

The amendments to SANM's bylaws became effective immediately upon approval by the Board of Directors on June 19, 2025.

Who approved SANM's bylaw changes in June 2025?

The bylaw changes were approved and adopted by SANM's Board of Directors on June 19, 2025. The 8-K was signed by Jonathan Faust, Executive Vice President and Chief Financial Officer.

What new holding period requirement did SANM implement for calling special stockholder meetings?

SANM implemented a one-year continuous holding period requirement that stockholders must meet to be eligible to call a special meeting of stockholders.