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
January 20, 2011
Date of Report (Date of earliest event reported)
SANMINA-SCI CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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000-21272 |
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77-0228183 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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)
¨ 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))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 24, 2011, Sanmina-SCI Corporation (the “Company”) issued a press release announcing financial results for its first fiscal quarter ended on January 1, 2011. The press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information set forth in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. In addition, the information in this report shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 20, 2011, the stockholders of Sanmina-SCI Corporation (the “Company”) approved an amendment to the Company’s 2009 Incentive Plan (the “2009 Plan”) to reserve an additional 2,000,000 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 January 20, 2011, we held our 2011 Annual Meeting of Stockholders. The matters voted upon at the meeting by stockholders of record as of November 30, 2010 and the vote with respect to each such matter are set forth below:
1. To elect nine directors to serve for the ensuing year and until their successors are appointed or elected:
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Neil R. Bonke |
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57,388,953 |
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877,901 |
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47,424 |
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13,429,864 |
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John P. Goldsberry |
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57,807,900 |
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430,735 |
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75,643 |
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13,429,864 |
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Joseph G. Licata |
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57,596,275 |
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665,378 |
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52,625 |
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13,429,864 |
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Jean Manas |
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56,669,879 |
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1,592,482 |
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51,917 |
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13,429,864 |
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Mario M. Rosati |
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56,399,244 |
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1,842,290 |
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72,744 |
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13,429,864 |
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A. Eugene Sapp, Jr. |
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56,766,480 |
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1,501,140 |
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46,658 |
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13,429,864 |
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Wayne Shortridge |
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57,556,935 |
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708,895 |
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48,448 |
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13,429,864 |
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Jure Sola |
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56,985,817 |
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1,199,867 |
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128,594 |
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13,429,864 |
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Jackie M. Ward |
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57,570,705 |
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703,489 |
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40,084 |
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13,429,864 |
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2. To approve appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending October 1, 2011.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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71,027,095 |
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667,977 |
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49,069 |
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0 |
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3. To approve the reservation of 2,000,000 shares of common stock for issuance under the 2009 Incentive Plan of the Company.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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49,740,294 |
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3,461,542 |
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5,112,442 |
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13,429,864 |
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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Exhibit No |
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Description |
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Exhibit 99.1 |
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Earnings Press Release issued by Sanmina-SCI Corporation on January 24, 2011 (furnished herewith) |
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.
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SANMINA-SCI CORPORATION | |
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By: |
/s/ Michael R. Tyler |
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Michael R. Tyler |
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Executive Vice President, General Counsel and Corporate Secretary |
Date: January 24, 2011