Not independent
Tenure on this board
37.4 yrs
8 nominees · 5 ballot items.
Election of eight directors; Ratification of PwC as independent auditor; Advisory approval of named executive officer compensation (say-on-pay); Approval to reserve an additional 1,200,000 shares under the 2019 Equity Incentive Plan; Stockholder proposal to separate Chairman and CEO (Independent Board Chairman).
Election of eight director nominees to serve until the next annual meeting or until their successors qualify.
Ratify PricewaterhouseCoopers LLP as Sanmina’s independent registered public accounting firm for fiscal year ending October 3, 2026.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal seeks an advisory (non-binding) approval of executive pay as disclosed in the proxy statement; management frames the program as performance-based and aligned with shareholder interests, citing design features (short- and long-term incentive metrics, stock ownership guidelines, clawback policy, etc.) and stockholder engagement history including prior 82% support in 2025. The board recommends a vote FOR, emphasizing the Compensation Committee’s processes, use of independent consultant Exequity, and mechanisms tying pay to revenue, non-GAAP operating margin, cash flow modifier, and multi-year PSUs tied to cumulative non-GAAP EPS. Because the vote is advisory, management commits to consider significant opposition and engage with shareholders, but is not legally bound to change compensation; the proposal’s outcome serves as a governance signal. Given Sanmina’s high prior support levels and disclosed pay-for-performance features, this proposal highlights alignment objectives but remains subject to investor sentiment regarding realized pay and discretion exercised by the Committee (e.g., discretionary bonus adjustment for CFO related to ZT Systems acquisition).
Approve increasing the share reserve under the 2019 Equity Incentive Plan by 1,200,000 shares for future equity awards to employees, executives and directors.
This management proposal seeks shareholder approval to increase the 2019 Equity Incentive Plan reserve by 1.2 million shares to maintain the company’s ability to grant equity awards for retention, recruitment and annual grants to executives, directors and employees. Management frames the request by benchmarking Sanmina’s burn rate and overhang against peers, noting recent share repurchases that offset dilution and highlighting governance mitigants (one-year minimum vesting, CEO holding requirement, no dividends on unvested awards, no liberal recycling). The board recommends FOR, arguing that the requested increase supports talent and M&A needs for approximately two years while preserving alignment with shareholders. Analysts should evaluate the request against Sanmina’s historical grant levels, share repurchase plans, dilution outlook, and the detailed plan terms (e.g., full-value award counting as 1.36 shares) that impact share runway. The company’s prior equity practices (performance-based PSUs and time-based RSUs) and disclosure of peer comparisons provide context; potential investor concerns include the quantum of increase relative to market cap and the dilution trajectory if accelerated hiring or M&A occurs. Overall, the proposal is a standard refresh request underpinned by governance-friendly plan features, with the board’s rationale tied to compensation strategy and retention needs.
Stockholder proposal requesting the board adopt a policy to separate the Chairman and CEO roles, require an independent Board Chairman, and amend governing documents as necessary.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.9% | 5,857,063 | $759M |
| 2 | FMR LLC | 10.2% | 5,454,036 | $707M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.5% | 4,025,518 | $522M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 2,352,192 | $305M |
| 5 | STATE STREET CORP | 4.0% | 2,160,618 | $280M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.8% | 2,046,323 | $265M |
| 7 | BlackRock, Inc. | 3.2% | 1,738,111 | $225M |
| 8 | Invesco Ltd. | 3.1% | 1,678,058 | $218M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 1,339,723 | $174M |
| 10 | ADVANCED MICRO DEVICES INC | 2.1% | 1,151,052 | $149M |
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