Sanmina Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 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 fiscal year ending September 27, 2025. |
| For | Against | Abstain | Broker Non- 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- 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- 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,” 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- Votes | |||||||||||
| 27,854,430 | 21,459,631 | 39,334 | 2,743,515 | |||||||||||
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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) |
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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
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