Sanmina (SANM) Proxy Filing summary

Executive summary

• Fiscal 2025 revenue reached $8.13 billion, a 7.4% increase, with strong performance in Communications Networks and Cloud and AI Infrastructure sectors.

• Non-GAAP operating margin expanded to 5.7%, and non-GAAP diluted EPS grew 14.4% to $6.04.

• Cash flow from operations was $621 million, with $142 million reinvested in equipment, facilities, and technology.

• Completed the acquisition of ZT Systems, enhancing capabilities in cloud and AI infrastructure.

• Repurchased 1.44 million shares for $113.7 million, reflecting confidence in future performance.

Voting matters and shareholder proposals

• Election of eight directors recommended for approval.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 recommended for approval.

• Advisory approval of executive compensation recommended for approval.

• Approval of an additional 1,200,000 shares for the 2019 Equity Incentive Plan recommended for approval.

• Stockholder proposal for an independent board chairman recommended against by the board.

Board of directors and corporate governance

• Seven of eight director nominees are independent; board includes a Lead Independent Director.

• Board committees (Audit, Compensation, Nominating and Governance) are composed solely of independent directors.

• Board refreshment policy: no non-employee director over 75 may stand for reelection without special circumstances.

• Board oversight includes strategy, risk management, succession planning, and investor engagement.

• Stockholder right to call a special meeting threshold reduced from 50% to 25%.