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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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).
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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 December 6, 2021, the Board of Directors of Sanmina Corporation (the “Company”) appointed Susan A. Johnson as a member of the Board of Directors of the Company. Ms. Johnson, 56, has served as Executive Vice President of Global Connections and Supply Chain for AT&T Communications Inc., a telecommunications service provider, since 2014. Ms. Johnson held other senior leadership positions with AT&T between 2000 and 2014, including Senior Vice President, Investor Relations, Senior Vice President, Customer Information Services and Senior Vice President, Business Development. Prior to joining AT&T, Ms. Johnson was an investment banker at Smith Barney.
Ms. Johnson will receive prorated cash and equity compensation for her service through the 2022 Annual Meeting of Stockholders in accordance with the non-employee Board member compensation arrangements previously approved by the Board.
The press release announcing Ms. Johnson’s appointment is filed as Exhibit 99.1 to this Form 8-K.
Approval of Executive Officer Compensation Arrangements
Also on December 6, 2021, the Compensation Committee of the Board of Directors of the Company approved the Fiscal Year 2022 Corporate Bonus Plan (the “2022 Plan”). The 2022 Plan contains targets for the Company’s revenue, non-GAAP operating margin and cash flow from operations for fiscal 2022. The Company’s performance for fiscal 2022 will be measured against these targets. Should the Company not achieve a minimum performance against these targets, no incentive compensation shall be payable under the 2022 Plan. Each 2022 Plan participant’s actual incentive compensation for fiscal 2022 will be determined by reference to his or her target incentive compensation, the Company’s achievement against its targets and achievement of the participant’s individual/divisional performance goals for fiscal 2022. Target individual incentive compensation payable under the 2022 Plan is expressed as a percentage of annual base salary and, for executive officers of the Company, ranges from 80% to 150%. The Committee retains the right to terminate or amend the 2022 Plan in any respect, including increasing or decreasing Company and individual incentive compensation targets, and can also adjust an individual’s incentive compensation up or down on a discretionary basis.
In addition, on December 6, 2021, the Compensation Committee approved the following increases in the annual base salaries of the Company’s named executive officers listed below, effective January 3, 2022:
| Name of Executive Officer | Current Annual Base Salary | New Annual Base Salary | ||||||
| Jure Sola, Chairman and Chief Executive Officer | $ | 1,125,000 | $ | 1,250,000 | ||||
| Kurt Adzema, Executive Vice President and Chief Financial Officer | $ | 500,000 | $ | 550,000 | ||||
| Alan Reid, Executive Vice President, Global Human Resources | $ | 350,000 | $ | 385,000 | ||||
Retirement of Named Executive Officer
Dennis Young, Executive Vice President, Worldwide Sales of the Company, will retire from his position with the Company on December 31, 2021, but will continue to serve in an advisory capacity through April 30, 2022. In connection with this change, Mr. Young’s annual base salary will be reduced to $36,000, effective as of January 3, 2022.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits. |
| Exhibit No | Description | ||
| Exhibit 99.1 | Press Release issued by Sanmina Corporation on December 10, 2021 | ||
| 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/ Kurt Adzema | |
| Kurt Adzema | ||
| Executive Vice President and Chief Financial Officer | ||
| Date: December 10, 2021 | ||
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