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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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. ¨
| ITEM 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective June 19, 2025, the board of directors (the “Board”) of Sanmina Corporation, a Delaware corporation (the “Company”), approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), which became effective immediately. The amendments effected by the Bylaws:
| · | reduce the ownership threshold necessary to call a special meeting of the stockholders from not less than fifty percent of the voting power of the outstanding shares of capital stock of the Company to not less than twenty-five percent of the voting power of the outstanding shares of capital stock of the Company; |
| · | establish a one-year continuous holding period required to call a special meeting of the stockholders; and |
| · | clarify and update related procedural mechanics. |
The Bylaws also include certain technical, modernizing, conforming and clarifying changes.
The foregoing description of the changes contained in the Bylaws is qualified in its entirety by reference to the text of the Bylaws, a copy of which is filed hereto as Exhibit 3.1, incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Sanmina Corporation Amended and Restated Bylaws, as amended June 19, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SANMINA CORPORATION | ||
| By: | /s/ Jonathan Faust | |
| Jonathan Faust | ||
| Executive Vice President and Chief Financial Officer | ||
Date: June 20, 2025