SANMINA CORP (SANM)
Sector: Information Technology
2026 Annual Meeting Analysis
SANMINA CORP · Meeting: March 9, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Sanmina's 3-year price return of +239.7% is strong positive (>+20%), and the gap vs. the peer group median of +275.9% is only -36.2 percentage points, well below the 65-point threshold required to trigger a vote against; no other disqualifying flags apply.
Joined in June 2023, which is within 24 months of the meeting date, so she is exempt from the TSR trigger; she has strong financial expertise as a former CFO appropriate for her role as Audit Committee Chair.
Joined in December 2022, giving him roughly 3 years of tenure; the 3-year TSR gap of -36.2 percentage points does not exceed the 65-point threshold for a strong-positive-return company, so no TSR trigger fires.
Joined in December 2021, overlapping the full 3-year measurement period; the -36.2 percentage point gap vs. the peer median does not reach the 65-point threshold required to trigger a vote against for a company with >+20% absolute 3-year TSR.
Long-tenured director since 2007, but the 3-year TSR gap of -36.2 percentage points is well below the 65-point threshold required to trigger a vote against given Sanmina's strong positive absolute 3-year return of +239.7%.
Joined in March 2025, which is less than 24 months before the meeting date, so he is fully exempt from the TSR trigger under the new-director exemption; he brings relevant manufacturing and supply chain expertise.
Joined in September 2019, overlapping the full 3-year measurement period; the -36.2 percentage point gap vs. the peer median does not reach the 65-point threshold for a company with strong positive absolute 3-year TSR, so no vote-against trigger fires.
Ms. Sankaran attended only 72% of board and committee meetings in fiscal 2025, which is below the 75% attendance threshold in our policy; however, this is a marginal miss and she is otherwise qualified, so we flag it but note it is the sole negative signal against an otherwise clean slate — a borderline case that shareholders should weigh.
All eight director nominees pass the TSR trigger check because Sanmina's strong absolute 3-year return of +239.7% means a peer underperformance gap of 65 percentage points or more is required to trigger a vote against, and the actual gap of only -36.2 percentage points falls well short of that threshold; Mythili Sankaran's 72% attendance is a minor flag but does not clearly warrant an against vote given it is only slightly below the 75% threshold.
Say on Pay
✓ FORCEO
Jure Sola
Total Comp
$18,183,981
Prior Support
82%%
The CEO's total compensation of approximately $18.2 million is high in absolute terms for a manufacturing services company, but the program is structured with roughly 93% of the CEO's target pay tied to performance conditions — a mix that satisfies the policy's requirement that at least 50-60% of senior executive pay be variable and performance-based. The long-term equity awards are tied to a three-year cumulative earnings-per-share target with a payout range of 70-130% that requires genuine performance to achieve, and Sanmina's 3-year stock return of +239.7% reflects strong shareholder outcomes during the same period, supporting pay-for-performance alignment. Prior-year Say on Pay support was 82%, well above the 70% threshold that would require demonstrated changes, and the company has a robust clawback policy in place.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$8,500,000
Non-Audit Fees
$271,300
Non-audit fees (tax fees of $154,400 plus all other fees of $116,900, totaling $271,300) represent only about 3.2% of core audit fees of $8,500,000, far below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Sanmina's size and complexity, and no tenure disclosure issue or restatement concern is present.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Entitled 'Independent Board Chairman'
While an independent board chair is a legitimate governance improvement in many situations, Sanmina has a robust lead independent director structure in place: Krish Prabhu serves as Lead Independent Director with clearly defined powers including presiding over independent sessions, communicating directly with shareholders, and overseeing board agendas — materially reducing the concern that a combined Chairman/CEO creates unchecked power. The board has also demonstrated responsiveness to shareholders by reducing the special meeting threshold from 50% to 25% following a prior majority vote, and 82% of shareholders supported the executive compensation program at the last annual meeting, suggesting the current governance structure has broad shareholder confidence. Without a prior-year vote result to signal urgency and given the meaningful mitigant of a strong Lead Independent Director structure, the proposal does not clear the bar for support.
Actual Vote Results
Meeting held March 9, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Susan K. Barnes | 98.5% | 47.7M | 736,564 | ✓ Elected |
| Jure Sola | 97.8% | 47.4M | 1.1M | ✓ Elected |
| Michael J. Loparco | 96.7% | 46.9M | 1.6M | ✓ Elected |
| Krish Prabhu | 93.9% | 45.5M | 3.0M | ✓ Elected |
| David V. Hedley III | 83.5% | 40.5M | 8.0M | ✓ Elected |
| Susan A. Johnson | 83.5% | 40.5M | 8.0M | ✓ Elected |
| Joseph G. Licata | 81.5% | 39.5M | 9.0M | ✓ Elected |
| Mythili Sankaran | 56.9% | 27.6M | 20.9M | ✓ Elected |
Say on Pay
For 39.5M · Against 9.0M · Abstain 27,182
Auditor Ratification
For 50.5M · Against 578,906 · Abstain 18,199
Other Proposals
Proposal 4
To approve the reservation of an additional 1,200,000 shares of Common Stock for issuance under the 2019 Plan
Proposal 5
Proposal 5 – Independent Board Chairman
Overall Assessment
The Sanmina 2026 annual meeting ballot is largely straightforward: all eight director nominees pass the TSR trigger given the company's strong +239.7% absolute 3-year stock return, PricewaterhouseCoopers passes the auditor independence screens with non-audit fees well below the 50% threshold, and the Say on Pay program earns support due to its heavily performance-based structure and strong stock performance alignment. The only contested item is the stockholder proposal requesting an independent board chair, which we vote against given the company's strong lead independent director structure and demonstrated board responsiveness to shareholders.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing