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 4, 2018

Date of Report (Date of earliest event reported)

 

SANMINA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 o

 

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. o

 

 

 

ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On March 5, 2018, the stockholders of Sanmina Corporation (the “Company”) approved an amendment of the Company’s 2009 Incentive Plan (the “2009 Plan”) to reserve an additional 1,800,000 shares of common stock for issuance thereunder.

 

The 2009 Plan permits the award of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, and other forms of equity compensation as determined by the Board of Directors or permitted delegatees. The 2009 Plan also provides the ability to grant performance stock awards and performance cash awards. Equity awards may be made under the 2009 Plan to employees, consultants and members of the Company’s Board of Directors. The terms and conditions of each type of award are set forth in the 2009 Plan. The 2009 Plan expires on January 26, 2019.

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On March 5, 2018, the Company held its 2018 Annual Meeting of Stockholders. The matters voted upon at the meeting by stockholders of record as of January 12, 2018 and the vote with respect to each such matter are set forth below:

 

1.                                      To elect eleven directors to serve for the ensuing year and until their successors are appointed or elected.

 

Nominee		For		Against		Abstain		Broker Non-Votes
Michael J. Clarke		59,174,003		1,057,937		31,205		4,575,446
Eugene A. Delaney		59,717,835		515,715		29,595		4,575,446
William J. DeLaney		59,794,792		439,986		28,367		4,575,446
Robert K. Eulau		58,719,056		1,512,962		31,127		4,575,446
John P. Goldsberry		58,640,898		1,592,108		30,139		4,575,446
Rita S. Lane		59,435,226		794,899		33,020		4,575,446
Joseph G. Licata		59,436,568		798,190		28,387		4,575,446
Mario M. Rosati		58,462,661		1,774,576		25,908		4,575,446
Wayne Shortridge		50,147,041		10,091,008		25,096		4,575,446
Jure Sola		58,604,059		1,632,740		26,346		4,575,446
Jackie M. Ward		56,891,598		3,348,372		23,175		4,575,446

 

2.                                      To approve appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending September 29, 2018.

 

For		Against		Abstain		Broker Non- Votes
64,759,004		58,488		21,099		0

 

3.                                      To approve the amendment of the 2009 Incentive Plan of the Company to reserve an additional 1,800,000 shares of common stock for issuance thereunder.

 

For		Against		Abstain		Broker Non- Votes
40,524,876		19,698,585		39,684		4,575,446

 

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4.                                      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 2018 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
18,492,032		41,722,235		48,878		4,575,446

 

5.                                      To approve, on an advisory (non-binding) basis, the frequency of future stockholder votes on executive compensation.

 

One Year		Two Years		Three Years		Abstain
43,336,031		15,976		16,867,757		43,381

 

Separately, on March 4, 2018, the Board of Directors of the Company determined, subject to stockholder ratification of the same at the Annual Meeting, that non-binding stockholder votes on the compensation of executives as required by the rules promulgated under the Securities Exchange Act of 1934 shall be held each year until the next required vote on the frequency of stockholder votes on the compensation of executives.

 

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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/ David Anderson
		David Anderson
		Executive Vice President and Chief Financial Officer
Date:  March 8, 2018

 

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