DEF 14A 1 sanm4107811-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Sanmina Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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ABOUT SANMINA

Sanmina Corporation, a Fortune 500 company, is a leading global provider of integrated manufacturing solutions, components, products and repair, logistics and after-market services. We provide these comprehensive offerings primarily to original equipment manufacturers (OEMs) in the following industries: industrial, medical, defense and aerospace, automotive, communications networks and cloud infrastructure. The combination of our advanced technologies, extensive manufacturing expertise and economies of scale enable us to meet the specialized needs of our customers.

	●	Founded in Silicon Valley in 1980

	●	Corporate Headquarters: San Jose, California

	●	Jure Sola is Chairman and Chief Executive Officer

	●	Revenue of $7.9B for fiscal year 2022

	●	Publicly traded under the NASDAQ ticker symbol: SANM

	●	Approximately 34,000 employees worldwide

	●	Service customers from 24 countries

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LETTER FROM THE CHAIRMAN AND CEO

To Our Stockholders,

On behalf of Sanmina Corporation, the Board of Directors and our employees, we thank you for your continued support.

IMPROVED PERFORMANCE AND STOCKHOLDER VALUE CREATION

We are proud of our achievements in FY22 as we continued to navigate complex market dynamics. Sanmina’s employees have once again risen to the challenge and demonstrated remarkable resilience and unwavering focus on executing our strategy. This hard work is evident in our results. Revenue grew 16.8 percent compared to the prior year, driven by strong customer demand and excellent coordination with our suppliers and customers to secure supply. Our non-GAAP operating margin expanded 40 basis points to 5.3 percent and non-GAAP diluted EPS grew 25.6 percent compared to the same period last year.

This financial performance reflects the management team’s operational excellence and focus on efficiencies in areas we can control while dealing with a constrained supply environment and challenging market dynamics. Our disciplined approach to our capital allocation has not changed. During the year we repurchased 8 million shares for $317 million. Since the inception of our share repurchase program in FY14, we have repurchased 42.3 million shares for approximately $1.2 billion. Our ongoing investments in share repurchases reflect our confidence in the Company’s future financial performance and our commitment to return capital to our stockholders.

Looking ahead to FY23, we remain focused on disciplined and sustainable execution. We continue to diversify into mission critical markets, creating a portfolio with longer product life cycles, higher technology and higher complexity products. As our end markets evolve and grow, our ability to optimize our product and portfolio mix towards higher value opportunities will continue to be an important driver of our business going forward.

STOCKHOLDER OUTREACH

Building trust and delivering sustainable, long-term value requires ongoing dialogue with our stockholders. We are committed to effective corporate governance that promotes the long-term interests of our stockholders and strengthens the Board’s and management’s accountability. During the past year we have had a number of discussions with our stockholders spanning a variety of topics, including our compensation program, corporate governance and our strategy for growth and long-term value creation.

We value feedback from our stockholders and remain committed to an open dialogue. We are excited about Sanmina’s future and value the trust you place in our management team and Board of Directors.

JURE SOLA

“Sanmina’s employees have once again risen to the challenge and demonstrated remarkable resilience and unwavering focus on executing our strategy.”

2023 Proxy Statement 1

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Letter from the Chairman CEO

Our Vision, Mission and Values

We recognize the importance of doing business the right way. At Sanmina, we foster a work environment that is built on the beliefs of our vision, mission and values. We believe our core values help ensure our employees, from entry-level to top leadership, are working towards the same common goal, and share in a bigger purpose.

Our culture drives us to seek to exceed customer expectations, build strong supplier partnerships and consistently deliver superior technology and performance.

Vision

To be the trusted leader in providing products, services and supply chain solutions to accelerate customer success.

Mission

Provide competitive advantage for customers with mission critical products, services and supply chain needs while driving value for customers, employees, and investors.

Values

Our culture emphasizes honesty, integrity, transparency, personal accountability, ethical business practices and good corporate citizenship.

COMMITMENT TO SUSTAINABILITY

Our global corporate social responsibility efforts are guided by a management team and Board of Directors that are dedicated to the highest standards of ethics and integrity. Our culture is based on professional integrity and doing the right thing. We take our sustainability and corporate social responsibility initiatives seriously, knowing that this work results in positive changes to our working environment, our people and the communities where we do business.

We cultivate an agile, innovative workplace and a culture fueled by collaboration, diversity, equity and inclusion. Having highly engaged employees is essential to our culture and achieving our mission. At Sanmina, we embrace diverse perspectives and empower our employees to improve our organization, help us innovate and continuously strengthen our workplace. Our greatest asset is our employees and we value their contribution to our long-term success.

We remain committed to making our workforce inclusive, our business sustainable and our stakeholders engaged by maintaining strong environmental and social practices. We strive to do our part, while providing value to our stockholders.

I am proud of the entire Sanmina organization. Their hard work and dedication made it possible for us to achieve strong financial and operational performance in FY22. I am excited about the opportunities ahead and strive to deliver consistent and predictable results further creating value for our stockholders in FY23 and beyond.

Thank you for your continued investment and support of Sanmina Corporation.

JURE SOLA

Chairman and CEO

2 Sanmina Corp

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


WHEN	WHERE	RECORD DATE
Monday, March 13, 2023 11:00 A.M., Pacific Daylight Time	Virtual Meeting www.virtualshareholdermeeting.com/SANM2023	January 20, 2023

Stockholders will also transact such other business as may properly come before the meeting.

Pursuant to the Internet proxy rules promulgated by the Securities and Exchange Commission (the “SEC”), Sanmina Corporation has elected to provide access to its proxy materials over the Internet. Accordingly, stockholders of record at the close of business on January 20, 2023 will receive a Notice of Internet Availability of Proxy Materials and may vote at the Annual Meeting and any adjournment or postponement of the meeting. Sanmina Corporation expects to mail the Notice of Internet Availability of Proxy Materials on or about January 27, 2023.

All stockholders are cordially invited to attend the Annual Meeting. Even if you plan to attend the Annual Meeting, please vote via the Internet or the telephone as promptly as possible to ensure that your vote is recorded. Alternatively, you may follow the procedures outlined in the Notice of Internet Availability of Proxy Materials to request a paper proxy card to submit your vote by mail. Any stockholder attending the Annual Meeting may vote even if he or she previously voted by another method.

FOR THE BOARD OF DIRECTORS

CHRISTOPHER K. SADEGHIAN

Corporate Secretary

2023 Proxy Statement 3

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FISCAL 2022 HIGHLIGHTS

What We Do

Sanmina designs, manufactures and repairs some of the most complex and innovative optical, electronic and mechanical products in the world. Recognized as a technology leader, Sanmina provides end-to-end design, manufacturing and logistics solutions, delivering superior quality and support to Original Equipment Manufacturers primarily in the industrial, medical, defense and aerospace, automotive, communications networks and cloud infrastructure sectors.

Our Competitive Strengths



Customer focused organization with 34,000 employees	Mission critical end-to-end solutions	Product design and engineering resources	Vertically integrated global manufacturing capabilities



Advanced component technologies	Comprehensive IT systems and a global supplier base	Expertise in serving diverse end markets	Expertise in industry standards and regulatory requirements

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Fiscal 2022 Highlights

Fiscal 2022 Performance

The Company achieved solid results for fiscal 2022. Strong, broad-based, demand and excellent coordination with suppliers and customers to secure supply were key drivers to revenue increasing 17% in fiscal 2022 compared to a year ago. Solid execution and leverage in our business model helped drive a 25% improvement in non-GAAP operating income, a 40 basis point improvement in non-GAAP operating margin and a 26% increase in non-GAAP diluted earnings per share. In addition, we generated solid cash from operations, providing us the financial flexibility to reinvest in the company and drive stockholder value.

Revenue	Non-GAAP Operating Income and Operating Margin*	Non-GAAP Diluted Earnings per Share (EPS)*



Non-GAAP EBITDA*	Non-GAAP Pre-Tax ROIC*	Cash Flow from Operations

*	See Appendix B for reconciliation of non-GAAP financial information provided in this proxy statement to their most directly comparable GAAP measures.

2023 Proxy Statement 5

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Fiscal 2022 Highlights

Sustainability and CSR Highlights

Introduction

Since Sanmina’s founding, our culture has been based on professional integrity and doing the right thing. We take our sustainability and corporate social responsibility initiatives seriously, knowing that this work results in positive changes to our working environment, our people and the communities where we do business. We are committed to making our workforce inclusive, our business sustainable and our stakeholders engaged. We strive to do our part, while providing value to our stockholders.

In 2022, we published our second Corporate Social Responsibility (CSR) Report to transparently share our sustainability and corporate social responsibility initiatives, as well as our efforts on an ongoing basis, and to encourage continuous improvement and accountability. Learn more about sustainability at Sanmina on our Social Responsibility website: https://www.sanmina.com/social-responsibility/.

Board Oversight of ESG

Investing in our ESG program is a core part of our global citizenship and reflects our values of accountability, inclusion, teamwork, excellence and integrity. We believe our commitment to corporate social responsibility will enable us to execute on our mission. As we move forward together, we will continue to focus on our impact beyond Sanmina to support the communities where we operate and meet our significant responsibilities to society as a whole. Our Board exercises oversight of our ESG initiatives primarily through our Nominating and Governance Committee, which receives updates from management on various ESG matters. The Board or its committees offers management feedback on ESG best practices that help guide the development of the Company’s various ESG initiatives. In 2022, we released our second CSR report, providing transparency into our efforts. Our objective is to publish an annual CSR report to provide investors, employees, the communities where we operate and our stakeholders with our progress on our continued efforts to be good corporate citizens.

Stakeholder Engagement

We highly value our stakeholder relationships, which represent key sources of input and feedback concerning our CSR initiatives. We engage with stakeholders in various ways, including all hands meetings, internal communications, management meetings, open door policy, wellness programs, training programs, internal and external audits, health and safety programs, investor engagement and employee volunteerism.

We recognize the importance of reporting on social, economic, ethics and environmental practices. Sanmina defines corporate social responsibility as integrating social, environmental, safety, ethics and human rights concerns in our business operations and our interactions with stakeholders. Our customers work hard to maintain an excellent brand image and company reputation and we see this as our job as well. Maintaining excellent stakeholder relationships is very important at Sanmina.


Employees	Stockholders	Business Partners	Customers	Communities	Governments

For more information about engagement with our stockholders, see “Stockholder Outreach” on page 10.

Diversity, Equity and Inclusion

We recruit and hire people based upon their skills for the job without regard to gender, ethnicity or other protected traits and it is our policy to comply fully with all domestic, foreign and local laws relating to discrimination in the workplace. Sanmina values and promotes respect, integrity, innovation, passion, pride and trust. We strive to offer an inclusive culture that encourages and supports our employees. As of October 1, 2022, almost 50% of our employees worldwide were female and, in the U.S., non-Caucasian employees accounted for almost 55% of the employee base.

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Fiscal 2022 Highlights

2022 Highlights

GLOBAL WORKFORCE DATA			U.S. WORKFORCE DATA
Workforce	New Hires by Region	New Hires by Age

PEOPLE

At Sanmina, we believe our success is a direct result of our diverse and highly skilled and engaged workforce. Sanmina promotes a variety of initiatives to promote employee wellness and engagement.

	Career Growth and Development Programs		Promoting health and wellness		Keeping employees safe

We invest resources in professional development and growth as a means of improving employee performance and retaining our employees. We provide our employees with access to courses through our learning and development platforms including Sanmina Online Education and Sanmina University.		We believe our employees are our biggest asset and we nurture this by offering ways to stay healthy.		We are guided by the principles outlined in the United States Department of Labor’s Occupational Safety & Health Administration (OSHA) and Environmental Health and Safety principles as described in the RBA’s Code of Conduct worldwide.

ENVIRONMENT

Sanmina seeks to address the needs of our global environment, now and in the future. Based on our 2019 baseline data provided in our 2022 CSR report, we have committed to reducing our carbon emissions by 40% from our 2019 levels by 2030 and to be net-zero by 2050. The Company expects to release its next CSR report detailing our progress in 2023.

	Managing CO₂ emissions		Water conservation		Managing waste

Managing CO₂ emission is an ongoing priority. We continue to look for ways to drive improvements by investing in renewable and carbon free energy sources such as solar, wind, hydro, biomass, etc.		We remain focused on using recycled water in our production process and landscaping and look for ways to further conserve water where possible.		We work with ISO-certified third-party recyclers to responsibly dispose of our waste.

COMMUNITIES

Sanmina works to be a good neighbor in the communities where we operate and around the world. We also encourage our employees to volunteer and become involved with organizations that are meaningful to them and their communities.

2023 Proxy Statement 7

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PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider and you should read the entire Proxy Statement carefully before voting.

Board and Governance Highlights

Director Nominees

				Director since	Tenure (years)	Board committees
Name and principal position		Age	Independent	Director since	Tenure (years)	AC	CC	NGC
	Jure Sola Chairman and Chief Executive Officer of Sanmina Corporation	72	No	1989	34
	Eugene A. Delaney (Lead Independent Director) Consultant	66	Yes	2013	10
	John P. Goldsberry Former Chief Financial Officer, GLOBALFOUNDRIES Inc.	68	Yes	2008	15
	David V. Hedley III Chief Strategy Officer, Bramshill Investments, LLC	53	Yes	2022	<1
	Susan A. Johnson Executive Vice President and General Manager, Wireline Transformation and Supply Chain AT&T Communications, Inc.	57	Yes	2021	1
	Joseph G. Licata, Jr. Managing Partner - Private Equity, BlueArc Capital	62	Yes	2007	16
	Krish Prabhu Consultant	68	Yes	2019	4
	Mario M. Rosati Retired Member, Wilson Sonsini Goodrich & Rosati	76	Yes	1997	26


AC	Audit Committee	NGC	Nominating and Governance Committee	Chair	Member
CC	Compensation Committee

Board Nominee Snapshot

Independence	Age	Tenure	Diversity

8 Sanmina Corp

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Proxy Summary

Board Nominee Skills and Experience

	Type of Experience
	Electronics manufacturing services and similar manufacturing companies		7/8 directors
	Other technology/information technology		8/8 directors
	Other public company board membership		2/8 directors
	Executive or senior management		8/8 directors
	International business		8/8 directors
	Strategic planning		8/8 directors
	Accounting, audit and corporate finance		7/8 directors
	Board governance, including board nominations		6/8 directors
	Risk management, compliance and regulatory		6/8 directors

Good Governance Practices

Finally, our Board prides itself on keeping up to date on best governance practices and implementing those we believe are best tied to increasing stockholder value. We continually monitor the way we govern ourselves, including reviewing whether there are alternatives or new ideas which would strengthen our governance structures.

BOARD
INDEPENDENCE

BOARD
EFFECTIVENESS

GOOD CORPORATE GOVERNANCE
PRACTICES

●

7 of our 8 director nominees are independent

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Designated Lead Independent Director

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All Board committees consist solely of independent directors

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Independent Committee Chairs

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Independent directors regularly meet in executive session, without members of management

●

100% Board and Committee meeting attendance in 2022 by each director

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100% director attendance at our 2022 Annual Meeting of Stockholders

●

Board oversight of strategy

●

Board oversight of risk management processes

●

Updates to the Board on investor engagement

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Annual election of directors

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Comprehensive Code of Conduct and Corporate Governance Guidelines

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Compensation clawback policy covering both cash and equity incentives

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Stock ownership and holding guidelines for directors and executive officers

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Policy prohibiting hedging and pledging of our shares by directors and executive officers

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Expansive stockholder outreach program to gauge support for our executive compensation practices and corporate governance policies and to respond to stockholder input

2023 Proxy Statement 9

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Proxy Summary

Stockholder Outreach

We believe that effective corporate governance should include regular, constructive conversations with our stockholders, with feedback shared directly with our Board. We engage in year-round dialogue with our stockholders, with a targeted outreach program focused on soliciting input in the Fall and Winter.

2022 Outreach

Subsequent to the 2022 annual meeting, we invited stockholders representing 70% of our outstanding shares to meet with certain members of our management and our Compensation Committee. During these meetings, we solicited feedback about our business, corporate governance and executive compensation program.

Sanmina Team

Topics Discussed

100% of stockholder outreach meetings in 2022 included members of our Board.

All meetings included representatives from:

●

Senior Management

●

Investor Relations

Specific areas of discussion during our 2022 outreach meetings with stockholders and our responses and actions taken in response, are summarized on the following page.

In addition, we discussed our overall business, including:

●

Strategy

●

Quarterly financial results

●

Cash priorities

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Technology capabilities

●

India joint venture

●

Outsourcing trends

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End-markets

●

Covid-19

●

Supply chain challenges

None of the stockholders we met in these meetings expressed a desire for additional changes to our CEO’s pay or our executive compensation program. We believe this is due to the changes we made to our executive compensation program beginning in 2020 in response to prior stockholder and Proxy Advisory firm feedback, which included:

●	Maintaining a high percentage (52% in fiscal 2022) of total target compensation comprised of performance-based long-term incentives for the CEO;

●	Reducing the number of performance metrics in the annual bonus plan and eliminating duplication of annual bonus plan metrics with the metrics used in long-term incentive awards;

●	Ceasing to award “all or nothing” long-term incentives and instead adopting a sloped relationship between performance and earned pay, consistent with market practices;

●	Approving equity awards with a variable payout (65% to 135%) based upon a three-year cumulative non-GAAP EPS target and, at the discretion of the Compensation Committee, relative TSR compared to peers, with a minimum performance threshold for any payout; and

●	Applying our Clawback Policy to apply to equity awards.

Not having received further stockholder feedback on our executive compensation program subsequent to the 2022 annual meeting, no new significant changes have been made to such program.

10 Sanmina Corp

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Proxy Summary

	AREAS OF DISCUSSION	RESPONSE/ACTIONS
	Board Diversity Disclosure	● The Company has enhanced its diversity disclosures contained in the proxy statement. ● Sanmina had two female directors and three diverse directors as of December 31, 2022. ● Sanmina complies with the NASDAQ Board diversity requirements. ● The Nominating and Governance Committee has paid special attention to ensuring that Board diversity is enhanced as new members are appointed. This is reflected in the fact that all directors with less than 5 years of tenure are diverse. ● Expect Board diversity to increase as new members join the Board over the next 18 months. ● We are committed, in the Board recruiting process, to ensuring the Board is diverse and brings a broad set of skills and experience.
	Ongoing Process for Board Refreshment/ Succession/Tenure	● The Company added Susan Johnson and David Hedley to its Board in December 2021 and December 2022, respectively. ● Average Board tenure has decreased as new members have joined the Board over the last 18 months. ● Average Board tenure will further decrease as new members are expected to join the Board over the next 18 months. ● We have a robust Board evaluation process that is led by the Nominating and Governance Committee.
	Lead Independent Director	● The Board of Directors believes in the importance of having a qualified Lead Independent Director in place at all times given the combined role of Chairman and CEO at Sanmina. This position is currently held by Eugene Delaney.
	Disclosure	● We continue to provide disclosure in our CSR report around the topics of diversity, inclusion, environmental, social and governance activities and goals.
	Disclosure (generally)	● We continue to provide in the Proxy Statement a high degree of transparency about our compensation plans, their purpose, what they measure and how they operate.
	Annual Incentive Program Disclosure	● Starting with our 2022 proxy statement, Sanmina has provided the actual performance/payout matrix used by the Compensation Committee to determine the Corporate Performance Factor and executive officer bonuses under our STI plan.
	Compensation Program	● In recent years, none of the stockholders we met with expressed a desire for additional changes to our CEO’s pay or our executive compensation program. We believe this is due to the changes we made to our executive compensations program beginning in 2020 in response to prior stockholder and Proxy Advisory firm feedback.

For more information, see Stockholder Outreach on page 10 and 2022 Stockholder Engagement and Say-on-Pay Vote on page 38.

2023 Proxy Statement 11

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Proxy Summary

Executive Compensation Highlights

Components of 2022 CEO Compensation

Component and % of Total Target	Purpose	Performance Criteria	Key Characteristics

Base Salary	● Attract and retain talent with a competitive level of pay	● N/A	● Based on individual performance, experience level and peer group compensation data


Annual Incentive Compensation	● Incentivize and reward for corporate and individual performance over shorter time periods to aid in retention ● Drive achievement of specific financial targets in line with our strategy ● Provide competitive annual incentive opportunities	● Two financial goals (revenue and non-GAAP operating margin) ● One modifier (cash flow from operations)	● Allows for total cash compensation to become more competitive compared to peers when high levels of corporate and individual performance are achieved

Equity Incentives	● Align realized pay with stockholder value creation ● Support long-term retention of critical talent ● Provide competitive long-term incentive opportunities when performance conditions are achieved	● One financial goal (cumulative three-year non-GAAP earnings per share), adjusted at the discretion of the compensation committee based upon total stockholder returns compared to peers ● Variable payout (65% to 135%) based upon level of achievement, with achievement of minimum threshold required for any payout	● High proportion of performance-based PSUs to time-based RSUs (67%/33%) ● Allows for total compensation to become more competitive to peers when high levels of corporate and individual performance are achieved

12 Sanmina Corp

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Proxy Summary

Compensation Practices

WHAT WE ARE DOING

Pay for Performance—Our executive compensation program continues to emphasize performance-based (at risk) compensation, with the majority of the total target pay opportunities of our CEO tied to financial performance. 100% of our long-term incentive awards to our named executive officers in fiscal 2022 were equity incentives, reinforcing the linkage between executive pay and stockholder value creation.

Stockholder Engagement on Executive Compensation Matters—We have a robust, year-round stockholder engagement program that provides valuable feedback and informs the Compensation Committee’s annual evaluation of the executive compensation program. Not having received further stockholder feedback on our executive compensation program subsequent to the 2022 annual meeting, no new significant changes have been made to such program, although we continue to seek to improve stockholders’ understanding of our STI program.

Simplified Annual Bonus Plan Design—Beginning in 2020, we reduced the number of metrics used to measure plan performance from six to two, with one modifier, emphasizing only the most important measures to the health of our business and better focusing management on achievement of such measures. We are also providing greater transparency of short-term incentive factors.

Focus on Total Compensation—We design our program so that total compensation becomes competitive only if Sanmina achieves target and higher levels of financial performance.

Capped Incentive Payments—We impose a maximum on the amount that can be earned under all of our incentive plans.

Stock Ownership Guidelines—Our executive officers are subject to equity ownership requirements.

Mandatory Stock Holding Period—Our CEO must hold all shares received upon exercise, settlement or issuance of an award for a minimum of one year, helping ensure alignment of interests with those of our stockholders.

Clawback Policy—Our clawback policy requires repayment of both cash and equity incentives under certain circumstances following financial restatements.

Multi-year Vesting Criteria for Equity Awards—Since 2020, our performance-based long-term incentives vest only upon achievement of multi-year financial targets.

Separate, Non-overlapping Metrics for Short- and Long-term Awards. Our short-term and long-term Incentive Plans use different non-overlapping metrics, recognizing the different purposes of each plan.

Below-Median Severance Levels. Our change in control severance arrangements provide for severance levels below median general industry practices.

Annual Pay Study and Peer Group Review. We annually conduct an executive pay study to ensure the continued alignment of our pay levels and program design with competitive peer practices. We review our peer group every year to ensure relevance and comparability.

Annual Say-on-Pay Vote. We conduct an annual say-on-pay vote, the frequency preferred by our stockholders.

WHAT WE DON’T DO

No guaranteed bonus payments for CEO or other NEO’s.

No repricing of options.

No tax gross ups.

No excessive change in control severance protections (the highest change in control severance multiple is two times salary plus one times target bonus).

No single trigger change in control plans.

No hedging or pledging of the Company’s stock by our executive officers and directors is allowed.

No extraordinary perquisites.

2023 Proxy Statement 13

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TABLE OF CONTENTS

		Significant Information in this Section
1	Letter from the Chairman and CEO
3	Notice of Annual Meeting of Stockholders
4	Fiscal 2022 Highlights	4	Our Competitive Strengths	6	Sustainability and CSR Highlights
4	Fiscal 2022 Highlights	5	Fiscal 2022 Performance	6	Sustainability and CSR Highlights
8	Proxy Summary	8	Board and Governance Highlights	12	Executive Compensation Highlights
15	Proposal One Election of Directors	15	Director Nominees	20	Attributes and Qualifications of Nominees
15	Proposal One Election of Directors	15	Director Nominees	20	Independent Directors
21	Corporate Governance and Board Matters	21	Board Composition	23	Board Structure and Responsibilities
		22	Board Diversity Factors	24	Board Committees
		22	Director Succession Planning, Tenure and Refreshment	25	Areas of Board Oversight
		22	Board Orientation and Continuing Education	27	Board Accountability and Processes
30	Compensation of Directors	30	Director Compensation Arrangements
31	Proposal Two Ratification of Appointment of Independent Registered Public Accounting Firm	31	Audit Committee Pre-Approval Policy with Respect to Audit Services and Permissible Non-Audit Services
32	Report of the Audit Committee of the Board of Directors
33	Proposal Three Approval, on an Advisory (Non-Binding) Basis, of Compensation of Named Executive Officers	35	Fiscal 2022 Business Highlights	40	Sanmina’s Executive Compensation Process
33		36	Fiscal 2022 Executive Compensation Highlights	43	Components of 2022 CEO Compensation
34	Compensation Discussion and Analysis	38	2022 Stockholder Engagement and Say-on-Pay Vote	44	Executive Officer Compensation Decisions for 2022
51	Compensation Committee Report	40	Sanmina’s Pay for Performance Compensation Philosophy	44	Executive Officer Compensation Decisions for 2022

ITEMS OF BUSINESS

Board Recommendation

PROPOSAL 1
To elect eight directors of Sanmina Corporation

FOR
each director nominee

PROPOSAL 2
To ratify the appointment of PricewaterhouseCoopers LLP as Sanmina Corporation’s independent registered public accounting firm for the fiscal year ending September 30, 2023

PROPOSAL 3
To approve, on an advisory (non-binding) basis, the compensation of Sanmina Corporation’s named executive officers

PROPOSAL 4
To approve the reservation of an additional 1,200,000 shares of common stock for issuance under the 2019 Equity Incentive Plan of Sanmina Corporation

SEC Form DEF 14A filed by Sanmina Corporation