Type of Experience
		Electronics manufacturing services and similar manufacturing companies
		Other technology/information technology
		Public company board membership
		Senior management for public and large companies and private and entrepreneurial companies
		International business
		Strategic planning
		Business development and marketing
		Executive compensation issues
		Accounting, audit and corporate finance
		Board governance, including board nominations
		Risk management and crisis communication
		Senior leadership in business, professional services and education/government

Table of Contents

The Nominating and Governance Committee does not require that each nominee have experience in each of these areas, instead evaluating nominees as a group to ensure that the Board as a whole possesses the appropriate mix of experience and knowledge.

Independent Directors

The Board of Directors has determined that all of the non-employee members of the Board satisfy the definition of independence under applicable Nasdaq rules. There are no family relationships among our directors or executive officers. The non-management directors regularly meet in executive session, without members of management, as part of the normal agenda of our regularly scheduled board meetings.

2020 Proxy Statement       19

Table of Contents

CORPORATE GOVERNANCE AND BOARD MATTERS

Sanmina has long been guided by a set of basic beliefs. Among those beliefs is the responsibility to conduct business with the highest standards of ethical behavior when relating to customers, suppliers, employees and investors. Accordingly, we have implemented governance policies and practices which we believe meet or exceed regulatory standards and which reflect current corporate governance best practices.

Board Composition

Process for Selecting Directors

IDENTIFYING CANDIDATES ●Nomination of incumbent directors, as recommended to the Board by the Nominating & Governance Committee ●Can include employees of the Company who are designated as executive officers ●New or replacement members, as recommended to the Board by the Nominating & Governance Committee ●Nominees recommended by stockholders ●Nominees identified by Board members			IN-DEPTH REVIEW BY THE NOMINATING AND GOVERNANCE COMMITTEE ●Annual review of the composition of the Board as a whole ●Annual review of independence according to the criteria established by Nasdaq ●Annual review of the appropriate skills and characteristics required of Board members ●Consideration of each potential nominee’s experience in areas determined by the Company ●Consideration of diversity ●Review of a nominee’s other existing and anticipated future commitments based on the Company’s Board membership limits			Nomination by Nominating and Governance Committee Full Board appoints or nominee is voted upon by stockholders at Annual Meeting

Director Succession Planning, Tenure and Refreshment

The Board believes that its ability to promote the long term, sustainable growth of Sanmina depends on attracting and retaining board members with a high level of industry-specific experience, who have a deep familiarity with the Company’s business and who will actively engage with management and other stakeholders. The Board seeks to assure these characteristics in board members through regular succession planning activities and through its Board evaluation process intended to identify board members in need of improvement. The Board recognizes concerns expressed in the corporate governance community that long tenured board members can be perceived as less independent than those with shorter tenures. At the same time, the Board does not believe that term limits are an appropriate means of addressing this concern as they can serve to disqualify otherwise knowledgeable, engaged and effective board members. Instead, the Board regularly considers new potential board members as a matter of succession planning.

20       SANMINA CORPORATION

Table of Contents

Corporate Governance and Board Matters

Board Structure and Responsibilities

Board Leadership

ROLE OF LEAD INDEPENDENT DIRECTOR

During 2019, Jackie M. Ward served as lead independent director. The duties of lead independent director are to:

Assuming the reelection of Jackie M. Ward at the Annual Meeting, Ms. Ward will continue to serve as lead independent director in 2020. The charter for the lead independent director can be found on our website at http://ir.sanmina.com/investor-relations/corporate-governance/default.aspx.

ROLE OF EXECUTIVE CHAIRMAN

In October 2017, as part of Sanmina’s succession planning process, we separated the roles of Chairman of the Board and Chief Executive Officer and Mr. Sola assumed the role of Executive Chairman. Prior to that, the positions of Chairman of the Board and Chief Executive Officer were held by Mr. Sola for more than 27 years. In addition to performing the customary duties of Chairman of the Board, Mr. Sola, in his role as Executive Chairman,

The Board believes that this leadership structure, coupled with the appointment of Jackie M. Ward as Lead Independent Director, provides balance, continuity and currently is in the best interest of Sanmina and its stockholders.

Areas of Board Oversight

ROLE OF THE BOARD IN RISK MANAGEMENT

The Board has developed an enterprise risk management framework that assigns oversight of various enterprise level risks to either the full Board or one of its committees. Pursuant to this framework, the Board and its Committees regularly receive presentations from management concerning enterprise level risks that could have a significant adverse impact on Sanmina’s business and operations, including economic conditions, strategy, supply chain, trade risks, legal and regulatory, compensation programs, cybersecurity and credit exposures. This process permits the Board and its Committees to provide guidance to management in scoping and managing each of the Company’s enterprise risk areas.

2020 Proxy Statement       21

Table of Contents

Corporate Governance and Board Matters

Board Committees

The Board currently maintains three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee.

22       SANMINA CORPORATION

Table of Contents

Corporate Governance and Board Matters

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee are employees of Sanmina. During fiscal 2019, no executive officer of Sanmina (i) served as a member of the Compensation Committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served on Sanmina’s Compensation Committee, (ii) served as a director of another entity, one of whose executive officers served on Sanmina’s Compensation Committee, or (iii) served as a member of the Compensation Committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served as a director of Sanmina.

Code of Business Conduct and Ethics

Sanmina has adopted a Code of Business Conduct and Ethics (the “Code”) that includes a conflict of interest policy and applies to the Board and all officers and employees. Sanmina provides training to familiarize employees with the requirements of the Code. An ethics reporting resource is available to all employees to enable confidential and anonymous reporting of suspected violations, as well as to the Chairs of the Audit Committee and the Nominating and Governance Committee, if desired. The Code can be found on our website at http://ir.sanmina.com/investor-relations/corporate-governance/default.aspx.

Board Accountability and Processes

STOCKHOLDER ENGAGEMENT

	Fall		Winter		Spring		Summer
●File Annual Report on Form 10-K ●Solicit input from Investors ●Communicate investor feedback with the Board		●Board’s annual self-assessment of performance and effectiveness ●Distribute Proxy Statement and Annual Report ●Solicit input from Investors ●Communicate investor feedback to the Board		●Annual meeting held ●Review results of stockholder voting ●Communicate investor feedback to the Board		●Enhance disclosures, governance practices and compensation programs, as needed

2020 Proxy Statement       23

Table of Contents

Corporate Governance and Board Matters

Our long-standing commitment to stockholder engagement includes:

Feedback from our stockholder engagement is considered by the Board and reflected in enhancement to our policies and practices, particularly in the area of executive compensation. The results of our stockholder engagement efforts during 2019 are summarized on page 51.

CORPORATE GOVERNANCE GUIDELINES

Sanmina has adopted a set of Corporate Governance Guidelines that are intended to serve as, among other things, a charter for the full Board. These guidelines contain various provisions relating to the operation of the Board and set forth the Board’s policies regarding various matters. The guidelines can be found on our website at http://ir.sanmina. com/investor-relations/corporate-governance/default.aspx.

BOARD MEETINGS

The Board held six meetings during fiscal 2019. No director attended fewer than 75 percent of the meetings of the Board or of committees on which such person served.

ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS BY THE BOARD OF DIRECTORS

Sanmina encourages, but does not explicitly consider diversityrequire, its Board members to attend the Annual Meeting of Stockholders. Our annual meetings of stockholders typically coincides with a regular Board meeting date, which facilitates the attendance of Board members at the stockholder meetings. All Board members attended the 2019 Annual Meeting of Stockholders.

BOARD STOCK OWNERSHIP GUIDELINES

In order to better align the interests of our Board and executive officers with those of our stockholders, we have adopted stock ownership guidelines. Under these guidelines, Board members must acquire and hold Sanmina shares with a dollar value of at least four times the amount of the cash retainer for Board service within three years of becoming a director. Shares counted towards satisfaction of the guideline include shares held through our frozen non-management director deferred compensation plan, shares issued upon vesting or exercise of restricted stock units or stock options issued to directors and shares purchased on the open market, if any. All of our directors currently meet this standard or are within the period for initial compliance.

24       SANMINA CORPORATION

Table of Contents

Corporate Governance and Board Matters

HEDGING AND PLEDGING OF COMPANY SECURITIES

Sanmina believes that “hedging,” a term used to describe certain practices taken to reduce the economic risk of Sanmina stock ownership (e.g., to prevent losses if Sanmina’s stock price were to fall) is inappropriate when undertaken by employees, officers or directors as such techniques reduce alignment with the interests of our stockholders. Similarly, Sanmina believes that “pledging” of Sanmina stock by employees, officers or directors (i.e., using Sanmina stock as collateral for a loan, such as in identifying nomineesa margin account) can be inappropriate when such practice could cause shares to be sold when the trading window is closed or the individual is in possession of material non-public information and would otherwise be prohibited from selling under this policy. Therefore, Sanmina prohibits employees, officers and directors from (i) purchasing any financial instrument or engaging in any transaction intended to hedge or offset any decrease in the market value of Sanmina’s common stock or (ii) engaging in short sales related to Sanmina’s common stock. Sanmina prohibits officers and directors from (i) depositing any Sanmina common stock in a margin account or (ii) pledging Sanmina securities as collateral for director. Below are listeda loan.

STOCKHOLDER PROPOSALS

Stockholders may submit proposals for inclusion in our proxy statement and may recommend candidates for election to the primary factorsBoard, both of which shall be considered by the Nominating and Governance Committee. Stockholders should send such proposals to Nominating and Governance Committee, c/o Sanmina Corporation, Attention: Corporate Secretary, 30 E. Plumeria Drive, San Jose, California 95134.

For all other matters that a stockholder proposes to bring before the Annual Meeting, the notice must set forth:

Stockholders must comply with respectcertain deadlines in order for proposals submitted by them be considered for inclusion in our proxy statement or brought to each nominee in determininga vote at the Annual Meeting. Please see “Q18—What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate him or her for electionindividuals to the Board and for serviceserve as a member of one of our Board committees, if applicable.directors?” page 83.

2020 Proxy Statement       25

Table of Contents

Name of Nominee		Board Nominating Factors		Committee Nomination Factors
Joseph G. Licata, Jr.		Mr. Licata's more than 10 years of experience as chief executive of technology companies, giving him excellent visibility into operational and financial issues		Mr. Licata's role in several companies as chief executive officer and as a Board member of several privately-held companies (Audit and Compensation)
Mario M. RosatiCOMPENSATION OF DIRECTORS		Mr. Rosati's senior and significant role in a major Silicon Valley law firm serving technology companies and service on multiple company boards, giving him unique viewpoints on the technology industry and strategies for growth		N/A
Jackie M. Ward		Ms. Ward's wealth of experience as a current or former board member of a number of leading Fortune 500 companies and her long-term service as a technology company chief executive officer		Ms. Ward's prior experience as a chief executive officer and her experience as a board, compensation and governance committee member of a number of leading Fortune 500 companies (Compensation and Nominating and Governance)

Vote Required; Recommendation of the Board of DirectorsDirector Compensation Arrangements

        A nominee for director shall be elected to the Board if the votes cast for such nominee's election exceed the votes cast against such nominee's election. Abstentions and broker non-votes do not count as "votes cast" with respect to this proposal and therefore will not affect the outcome of the election. Pursuant to our Corporate Governance Guidelines, should a nominee for director fail to receive the required number of votes for election, he or she is required to tender his or her resignation to the Board. In such a case, theThe Nominating and Governance Committee of the Board hasreviews and recommends non-employee director pay levels, which are approved by the optionBoard. The Nominating and Governance Committee believes Sanmina’s director compensation pay levels are reasonable in light of accepting or declining such resignation, considering any factors thatbenchmarking data prepared by the Nominating and Governance Committee’s independent compensation consultant and reviewed by the Committee.

Cash Compensation

During fiscal 2019, non employee directors were eligible to receive an annual cash retainer of $80,000. Each such director who was a member of the Audit, Compensation or Nominating and Governance Committees of the Board also earned an annual cash retainer of $10,000 and the chairperson of each such committee earned an additional annual cash retainer of $30,000 in the case of the Audit Committee, deems relevant.$25,000 in the case of the Compensation Committee and $15,000 in the case of the Nominating and Governance Committee. Finally, our lead independent director earned an additional cash retainer of $40,000 for her duties as such during 2019. Directors were permitted to convert their cash retainers into RSUs vesting in one year with the same value as the retainer to which they were entitled.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING "FOR" THE NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD.Equity Compensation

During fiscal 2019, non-employee directors received an aggregate of $180,000 in value of restricted stock units granted under our 2019 Equity Incentive Plan vesting as to 25% of the shares subject thereto on each of the first four quarterly anniversaries of the grant date.

Director Compensation Limits

The 2019 Plan Equity Incentive provides that, in a given fiscal year, a non employee director may not receive equity awards having a grant date fair market value greater than $900,000. Sanmina believes that having a stockholder-approved limit on equity grants to directors is consistent with best corporate governance practices.

26       SANMINA CORPORATION

Table of Contents

Compensation of Directors

The following table presents the compensation earned by or paid to our non-employee directors during fiscal 2019.

2020 Proxy Statement       27

Table of Contents
PROPOSAL TWO:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL TWO:RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
		The Board believes the appointment of PricewaterhouseCoopers LLP is in the best interests of the company and its stockholders and unanimously recommends voting “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending October 3, 2020.

The Audit Committee has approved the engagement of PricewaterhouseCoopers LLP ("PwC"(“PwC”) as our independent registered public accounting firm for the fiscal year ending September 28, 2019.October 3, 2020. In the event stockholders do not ratify the Audit Committee'sCommittee’s selection of PwC as our independent registered public accounting firm, the Audit Committee may reconsider its selection. Representatives of PwC are expected to be present at the Annual Meeting, with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

The following is a summary of fees billed by our independent registered public accounting firm for the fiscal years ended September 30, 2017 ("29, 2018 (“fiscal 2017"2018”) and September 29, 2018 ("28, 2019 (“fiscal 2018"2019”). The Audit Committee considers the non-audit and tax fees in its assessment of the independence of the Company'sCompany’s independent registered public accounting firm.

Audit Fees

        The aggregate fees billed for professional services rendered by PwC for the audit of our annual consolidated financial statements, various statutory audits and reviews of the condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q for fiscal 2017 and fiscal 2018 were as follows:

Audit-Related Fees

        The aggregate fees billed for audit-related services, exclusive of the fees disclosed above relating to audit fees, rendered by PwC during fiscal 2017 and fiscal 2018 were as follows:

Tax Fees

        The aggregate fees billed for tax services rendered by PwC during fiscal 2017 and fiscal 2018 are set forth below. These services consisted primarily of tax compliance and tax consultation services.

All Other Fees

        The Audit Committee has concluded that the non-audit services provided by PwC were compatible with maintaining the independence of PwC.

Table of Contents

Audit Committee Pre-ApprovalPre-approval Policy with Respect to Audit Services and Permissible Non-Audit Services

All services provided by our independent registered public accounting firm require prior approval of the Audit Committee, with limited exceptions as permitted by the SEC'sSEC’s Rule 2-01 of Regulation S-X. Our independent registered public accounting firm periodically reports to the Audit Committee services for which the independent registered public accounting firm has been engaged and the aggregate fees incurred and to be incurred. During fiscal 2018,2019, all services provided by our independent registered public accounting firm were pre-approved in accordance with this policy.

Vote Required; Recommendation28       SANMINA CORPORATION

Table of Contents

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Sanmina’s Audit Committee is comprised solely of members who meet the Board of DirectorsNasdaq Listing Standard’s independence requirements for audit committee members. The Audit Committee has reviewed the audited financial statements for fiscal 2019 and has met and held discussions with management regarding the audited financial statements and internal controls over financial reporting. Management is responsible for the internal controls and the financial reporting process. Management has represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles.

        The affirmative vote of a majority of the votes duly cast is required to ratify the appointment of PwC asPricewaterhouseCoopers LLP (“PwC”), our independent registered public accounting firm. Abstentions havefirm for fiscal 2019, was responsible for performing an independent audit of our financial statements in accordance with the same effectstandards of the Public Company Accounting Oversight Board and expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles. PwC was also responsible for performing an audit of the effectiveness of Sanmina’s internal control over financial reporting as a vote against this proposal. However, broker non-votes areof September 28, 2019, in accordance with the standards of the Public Company Accounting Oversight Board. The Audit Committee has discussed with PwC the overall scope of such audits and has met with PwC, with and without management present, to discuss the results of their audits.

The Audit Committee also reviewed with PwC its judgments as to the quality, not deemedjust the acceptability, of our accounting principles and has discussed with PwC the matters required to be votes castdiscussed by professional standards. Finally, the Audit Committee has also received the written disclosures and therefore, have no effectthe letter from PwC as required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC the independence of that firm.

Based on the outcome of this proposal.reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that the audited financial statements for fiscal 2019 be included in the Annual Report on Form 10-K for fiscal 2019 for filing with the SEC.

THE AUDIT COMMITTEE
OF THE BOARD BELIEVES THE APPOINTMENT OF PRICEWATERHOUSE COOPERS LLP IS IN THE BEST INTERESTSDIRECTORS OF THE COMPANY AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS VOTING "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 28, 2019.SANMINA CORPORATION

JOHN P. GOLDSBERRY, Chairman
EUGENE A. DELANEY
RITA S. LANE
JOSEPH G. LICATA

2020 Proxy Statement       29

Table of Contents

PROPOSAL THREE:APPROVAL OF THE RESERVATION OF AN ADDITIONAL 1,600,000 SHARES OF COMMON STOCK FOR ISSUANCE UNDER THE 2019 EQUITY INCENTIVE PLAN

The Board believes that equity compensation programs align the interests of management, directors and the stockholders to increase long-term stockholder value by giving directors, executives and other key employees a stake in our success. By permitting us to grant equity in our company, our 2019 Equity Incentive Plan (the “2019 Plan”) is a key tool for attracting, rewarding, motivating and retaining the key personnel necessary for us to achieve our business objectives and increase stockholder value. At the Annual Meeting, we are requesting that stockholders approve the reservation of an additional 1,600,000 shares of common stock for future issuance under the 2019 Plan in order to ensure that we continue to have sufficient shares available for (1) our annual grants to non-executive employees, (2) grants to potential executive new hires and (3) annual grants to executive management. We believe this increase is reasonable for the following reasons:

30       SANMINA CORPORATION

Table of Contents

PROPOSAL THREE:
APPROVAL OF THE 2019 Equity Incentive Plan

Request for Stockholder Approval of 2019 Equity Incentive Plan

        The stockholders are being asked to approve our 2019 Equity Incentive Plan (the "2019 Plan"). The 2019 Plan is intended to replace our 2009 Incentive Plan, as amended (the "2009 Plan"), which will expire as to future grants on January 26, 2019.Proposal Three: Approval of the 2019 Plan will allow the Company to continue to provide equity awards as part of the Company's compensation program, an important tool for motivating, attracting and retaining talented employees and for creating stockholder value. Non-approvalReservation

For these reasons, Sanmina requests stockholders approve the reservation of an additional 1,600,000 shares of common stock for issuance under the 2019 Plan. We expect that the share reserve under the 2019 Plan, as proposed to be increased, will allow us to continue to grant equity-based compensation at levels we deem necessary and appropriate for at least the next two years. We base this belief upon our historical annual equity award grant rate (otherwise known as burn rate), our historical forfeiture rate and our estimate of the number of Shares we will need to attract new senior and executive hires and in connection with potential merger and acquisition transactions. This belief could change, however, based upon a number of factors, including the need to increase our burn rate over historical averages in order to attract and retain key talent and the price of our common stock (because we determine the size of equity awards to be granted in part based on the price of our common stock at the time of grant, if our stock price on the date the award is granted is significantly lower than the stock price assumed in our forecast, we would need to grant a larger number of shares than anticipated to deliver the same value to participants).
		The Board unanimously recommends voting “FOR” the approval of the reservation of an additional 1,600,000 shares for issuance under the 2019 plan.

Description of the 2019 Plan will compel the Company to significantly increase the cash component of employee compensation to attract and retain key employees because the Company would need to replace components of compensation previously delivered in equity awards and which would therefore reduce our operating cash flow.

        The Board believes that long-term incentive compensation programs align the interests of management, employees and the stockholders to create long-term stockholder value. Equity plans such as the 2019 Plan increase Sanmina's ability to achieve this objective, and, by allowing for several different forms of long-term incentive awards, helps Sanmina to recruit, reward, motive, and retain talented personnel. The Board believes that the approval of the 2019 Plan is essential to Sanmina's continued success, in particular, Sanmina's ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which Sanmina competes. Such awards are also crucial to Sanmina's ability to motivate employees to achieve its goals.

        Stockholders are being asked to approve an aggregate of 3,993,000 shares for future issuance under the 2019 Plan (the "Shares"). This amount includes 2,393,006 shares that remained available for grant under the 2009 Plan as of January 4, 2019, which plan, as stated above, will expire on January 26, 2019 and therefore will no longer be available for grant under that plan. We expect that the share reserve under the 2019 Plan will allow us to continue to grant equity-based compensation at levels we deem necessary and appropriate for approximately the next two years. We base this belief upon our historical annual equity award grant rate (otherwise known as burn rate), our historical forfeiture rate and our estimates of the number of Shares that we estimate will be needed to attract new senior and executive hires and in connection with potential merger and acquisition transactions. This belief could change, however, based upon a number of factors, including the need to increase our burn rate over historical averages in order to attract and retain key talent and the price of our common stock (because we determine the size of equity awards to be granted in part based on the price of our common stock at the time of grant, if our stock price on the date the award is granted is significantly lower than the stock price assumed in our forecast, we would need to grant a larger number of Shares than anticipated to deliver the same value to participants).

Key Plan Provisions

•

The 2019 Plan has a ten year term;



•

The 2019 Plan provides for the grant of stock options, both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and such other cash or stock awards to eligible individuals as the plan's administrator (as defined below) may determine;



•

3,993,000 shares will be authorized for issuance pursuant to awards under the 2019 Plan, inclusive of 2,393,006 shares that remained available for grant under the 2009 Plan as of January 4, 2019, which plan, as stated above, will be expiring on January 26, 2019 and therefore no longer available for grant under that plan;

Table of Contents

•

Shares subject to outstanding awards under the 2009 Plan that are forfeited, cancelled, or otherwise expire under will be rolled into the 2019 Plan;



•

Any Shares subject to awards other than options or stock appreciation rights (e.g., "full value" awards) will be counted against numerical share limits as 1.36 Shares for every one Share subject thereto; and



•

The 2019 Plan will be administered by the Compensation Committee.

Key Reasons stockholder considerations

        Stockholders should consider the following in determining whether to approve our 2019 Plan:

1.

Our share repurchases in the last three fiscal years have more than offset the dilutive effect of grants made under the Incentive Plan during the same time period. During the last three fiscal years, we have repurchased approximately 16.1 million shares of our common stock in the open market, more than offsetting the potential dilution from the 5.0 million shares granted under the Incentive Plan during that same time period. Since the end of fiscal 2014, we have reduced the number of shares of our common stock outstanding from 78.1 million shares to 67.7 million shares.



2.

Our burn rate is reasonable compared to our peers. Sanmina's three-year average net burn rate (grants less cancellations divided by outstanding shares) of 1.6% is well within the range of (1.2%) to 3.0% of the peer companies listed in the "Compensation Discussion and Analysis" on page 45 of the Proxy Statement for their most recently completed fiscal year for which data is publicly available.



3.

The 2019 Plan follows best market practices. Our 2019 Plan has been designed consistent with the qualitative standards of proxy advisory firms and equity plan best practices. As a result, the Incentive Plan:



a.

Does not permit the repricing of awards granted under the 2019 Plan unless approved by stockholders;



b.

Provides for responsible share counting in that any Shares tendered or withheld to pay taxes or an option's exercise price are not available for reissuance;



c.

Does not provide for automatic acceleration of vesting of awards upon an acquisition of Sanmina;



d.

Includes a fungible share ratio, which reduces the dilution of the plan for stockholders by decreasing the plan pool at a higher rate (1.36:1) for full-value awards, like the restricted stock unit awards that Sanmina typically grants, than for stock options; and



e.

The 2019 Plan does not provide for any tax gross-ups.



4.

Overhang. As of January 4, 2019, 6.4 million shares were subject to outstanding equity awards under our 2009 Plan and 8.8 million shares were reserved for issuance under our 2009 Plan, inclusive of outstanding equity awards, representing 10% and 14% of our shares outstanding, respectively. This "overhang" is reasonable compared to that of our peers. And although our overhang has been adversely impacted by our high rates of share repurchases, such repurchases have more than offset the dilution from our share issuances under the 2009 Plan over the last three fiscal years.

Table of Contents

5.

Adherence to Proxy Advisory Firm Guidelines. In light of our significant institutional stockholder base, we have implemented several plan features recommended by proxy advisory firms in the 2019 Plan, including:



a.

All awards granted under the 2019 Plan must have a minimum vesting period of at least one year, subject to certain de minimus exceptions;



b.

All shares received by the Chief Executive Officer upon exercise, settlement or issuance of an award must be held for a minimum of one year before being sold or, if earlier, until the termination of the Chief Executive Officer's service;



c.

Reasonable and appropriate change in control provisions;



d.

No dividends payable on unvested awards; and



e.

No liberal recycling of full value awards.

Summary of the 2019 Plan

A summary of the principal provisions of the 2019 Plan is set forth below. However, this summary is not a complete description of all of the provisions of the 2019 Plan and is qualified in its entirety by the specific language of the 2019 Plan, which is attached as Appendix A to this proxy statement.

General

Administration

Our Board of Directors has delegated administration of the 2019 Plan to the Compensation Committee. Our Board of Directors and the Compensation Committee may further delegate administration of the 2019 Plan to any committee ofIn addition, our Board of Directors, or a committee of individuals satisfying applicable laws appointed by our Board of Directors in accordance with the terms of the 2019 Plan. Our Board of Directors may delegate authority to one or more officers of the Company the authority to do one or both of the following: (i) designate employees or consultants of the Company or any of its subsidiaries who are not Section 16 officers to be recipients of options, restricted stock and restricted stock units under the terms of the 2019 Plan, and (ii) determine the number of Sharesshares to be subject to such awards; provided, however, that the Board resolutions regarding such delegation shall specify the totalmaximum number of Sharesshares that may be subject to the awards granted by such officer.

2020 Proxy Statement       31

Table of Contents

Proposal Three: Approval of the Reservation

For purposes of this summary of the 2019 Plan, the term "administrator"“administrator” will refer to our Board of Directors or any committee designated by our Board of Directors to administer the 2019 Plan. To make grants to certain officers and key employees, the members of the committee must qualify as "non-employee directors"“non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

Subject to the terms of the 2019 Plan, the administrator has the authority, in its discretion, to (i) determine the fair market value of a Share,share, (ii) select the service providers to whom awards may be granted, (iii) determine the number of Sharesshares to be covered by each award granted under the 2019 Plan, (iv) to approve forms of award agreement for use under the 2019 Plan, (v) determine the terms and conditions of any award granted under the 2019 Plan, provided these are not inconsistent with the terms of the 2019 Plan, (vi) construe and interpret the terms of the 2019 Plan and awards granted under the 2019 Plan, (vii) prescribe, amend and rescind rules and regulations relating to the 2019 Plan, (viii) modify or amend each award, subject to the terms of the 2019 Plan; provided that the administrator may not modify or amend an option or stock appreciation right to reduce the exercise price after it has been granted (except for adjustments made pursuant to the terms of the 2019 Plan), and the administrator may not implement any type of exchange program, unless such action is approved by stockholders prior to such action being taken, (ix) allow participants to satisfy tax withholding obligations in a manner prescribed under the terms of the 2019 Plan, (x) authorize any person to execute on behalf of the Company any instrument required to effect the grant of an award

Table of Contents

previously granted by the administrator, (xi) allow a participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to such participant under an award pursuant to such procedures as the administrator may determine, and (xii) make all other determinations deemed necessary or advisable for administering the 2019 Plan. The administrator'sadministrator’s decisions, determinations and interpretations will be final and binding on all participants and any other holders of awards.

Eligibility

All types of awards other than incentive stock options may be granted to our non-employee directors and to employees and consultants of the Company or any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees of the Company or any parent or subsidiary corporation of the Company. As of December 29, 2018,September 28, 2019, we had approximately 48,00034,000 eligible participants, including employee directors, outside directors and consultants.consultants, subject to compliance with local securities laws.

Shares Available for Issuance

Subject to the adjustment provisions contained in the 2019 Plan, our stockholders are being asked to approve aan additional 1,600,000 shares for issuance under the 2019 Plan. The number of Sharesshares currently reserved for issuance under the 2019 Plan equal toequals 3,993,000 Shares,shares (the “Base Amount”), plus any Sharesshares subject to stock options or similar awards granted under the 2009 Plan that, after the date of stockholder approval of this Plan,March 11, 2019, expire or otherwise terminate without having been exercised in full and Sharesshares issued pursuant to awards granted under the 2009 Plan that, after the date of stockholder approval of this Plan,March 11, 2019, are forfeited to or repurchased by the Company, with the maximum number of Sharesshares to be added to the 2019 Plan pursuant to the 2009 Plan equal to 6,436,840 Shares.shares. The 3,993,000 Shares our stockholders are being asked to approve includes 2,393,006 shares that remain available for grant under the 2009 Plan as of January 4, 2019, which plan, as stated above, will be expiring on January 26, 2019 and therefore no longer available for grant under that plan. The Shares may be authorized, but unissued, or reacquired Common Stock. If stockholders approve this proposal, the Base Amount will be increased by 1,600,000 to 5,593,000, plus any shares that may be added to the 2019 Plan from outstanding awards under the 2009 Plan as discussed above.

Any Sharesshares subject to awards other than options or stock appreciation rights will be counted against the numerical limits of the 2019 Plan as 1.36 Sharesshares for every one Shareshare subject thereto. Further, if Sharesshares acquired pursuant to any such award are forfeited or repurchased by the Company and would otherwise return to the 2019 Plan, 1.36 times the number of Sharesshares so forfeited or repurchased will return to the 2019 Plan and will again become available for issuance.

32       SANMINA CORPORATION

Table of Contents

Proposal Three: Approval of the Reservation

If an award under the 2019 Plan expires or becomes unexercisable without having been exercised in full, or, with respect to restricted stock, restricted stock units, performance shares or performance units which are to be settled in Shares,shares, is forfeited to or repurchased by the Company, the unpurchased Sharesshares (or for awards other than options and stock appreciation rights, the forfeited or repurchased Shares)shares) which were subject thereto will become available for future grant or sale under the 2019 Plan (unless the plan2019 Plan has terminated). Upon exercise of a stock appreciation right settled in Shares,shares, the gross number of Sharesshares covered by the portion of the award so exercised will cease to be available under the 2019 Plan. If unvested Sharesshares of restricted stock, or unvested Sharesshares issued pursuant to awards of restricted stock units, performance shares or performance units are repurchased by or forfeited to the Company, such Sharesshares will become available for future grant under the 2019 Plan. Shares used to pay the tax and exercise price of an award will not become available for future grant or sale under the 2019 Plan. To the extent an award under the 2019 Plan is paid out in cash rather than Shares,shares, such cash payment will not result in reducing the number of Sharesshares available for issuance under the 2019 Plan.

Adjustments

In the event of any dividend or other distribution (whether in the form of cash, Shares,shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,

Table of Contents

consolidation, split-up, spin-off, combination, repurchase or exchange of Sharesshares or other securities or other change in the corporate structure affecting our common stock, the 2019 Plan administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2019 Plan, will adjust the number and class of Sharesshares that may be delivered under the 2019 Plan and/or the number, class, and price of Sharesshares covered by each outstanding award, and the numerical Shareshare or value limits, as applicable, set forth in the 2019 Plan.

Stock Options

An option gives a participant the right to purchase a specified number of Sharesshares for a fixed exercise price during a specified period of time. Each option granted under the 2019 Plan will be evidenced by an award agreement specifying the number of Sharesshares subject to the option and the other terms and conditions of the option, consistent with the requirements of the 2019 Plan.

The exercise price per share of each option may not be less than the fair market value of a share of our common stock on the date of grant. However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of our stock or any parent or subsidiary corporation of ours (a "ten“ten percent stockholder"stockholder”) must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000. The fair market value of the common stock is generally the closing sales price of our stock as reported on the Nasdaq Global Select Stock Market.

Options will be exercisable at such times or under such conditions as determined by the administrator and set forth in the award agreement.

Upon the termination of a participant'sparticipant’s service, the unvested portion of the participant'sparticipant’s option generally expires. The vested portion of the option will remain exercisable for the period following the participant'sparticipant’s termination of service that was determined by the administrator and specified in the participant'sparticipant’s award agreement, and if no such period was determined by the administrator, the vested portion of the option will remain exercisable for: (i) 90 days following a termination of the participant'sparticipant’s service for reasons other than death or disability or (ii) 5five years following a termination of the participant'sparticipant’s service due to death or disability. In no event will the option be exercisable after the end of the option'soption’s term. In the event of termination of service due to participant'sparticipant’s death, the award becomes vested in full.

The term of an option will be specified in the award agreement but may not be more than ten years (or five years for an incentive stock option granted to a ten percent stockholder).

2020 Proxy Statement       33

Table of Contents

Proposal Three: Approval of the Reservation

The 2019 Plan provides that the administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when we receive the notice of exercise and full payment for the Sharesshares to be exercised, together with applicable tax withholdings.

Stock Appreciation Rights

A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of our common stock between the date an award is granted and the date it is exercised. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive an amount determined by multiplying: (i) the difference between the fair market value of a share on the date of exercise and the exercise price by (ii) the number of exercised stock appreciation rights. We may pay the appreciation in cash, in Shares,shares, or a combination of both. Each stock appreciation right granted under the 2019 Plan will be evidenced by an award agreement specifying the exercise price and the other terms and conditions of the award.

Table of Contents

The exercise price per share of each stock appreciation right may not be less than the fair market value of a share of our common stock on the date of grant.

Stock appreciation rights will be exercisable at such times or under such conditions as determined by the administrator and set forth in the award agreement.

The term of a stock appreciation right may not be more than ten years. The terms and conditions relating to the period of exercise of stock appreciation rights following the termination of a participant'sparticipant’s service are similar to those for options described above. In the event of termination of service due to participant'sparticipant’s death, the award becomes vested in full.

Restricted Stock Awards

Awards of restricted stock are rights to acquire or purchase Sharesshares that vest in accordance with the terms and conditions established by the administrator in its sole discretion. Unless otherwise provided by the administrator, a participant will forfeit any Sharesshares of restricted stock that have not vested by the termination of the participant'sparticipant’s service. However, in the event of termination of service due to participant'sparticipant’s death, the award becomes vested in full. Each restricted stock award granted will be evidenced by an award agreement specifying the number of Sharesshares subject to the award and the other terms and conditions of the award. The administrator will determine the vesting conditions that apply to an award of restricted stock.

Unless the administrator provides otherwise, participants holding Sharesshares of restricted stock will have voting rights without regard to vesting, but will not have rights to dividends and other distributions with respect to such Sharesshares until the Sharesshares vest. The administrator has the discretion to reduce or waive any restrictions and to accelerate the time at which any restrictions will lapse or be removed.

Restricted Stock Units

A restricted stock unit represents a right to receive cash or a shareshares of our common stock if the performance goals or other vesting criteria set by the administrator are achieved or the restricted stock unit otherwise vests. Each award of restricted stock units granted under the 2019 Plan will be evidenced by an award agreement specifying the number of Sharesshares subject to the award and other terms and conditions of the award. The administrator will determine the vesting conditions that apply to an award of restricted stock units.

After an award of restricted stock units has been granted, the administrator has the discretion to reduce or waive any restrictions or vesting criteria that must be met to receive a payout or to accelerate the time at which any restrictions will lapse or be removed. A participant will forfeit any unearned restricted stock units upon termination of his or her service. However, In the event of termination of service due to participant'sparticipant’s death, the award becomes vested in full. The administrator in its sole discretion may pay earned restricted stock units in cash, Shares,shares, or a combination of both.

34       SANMINA CORPORATION

Table of Contents

Proposal Three: Approval of the Reservation

Performance Units and Performance Shares

Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. Performance units will have an initial value established by the administrator on or before the date of grant. Each performance share will have an initial value equal to the fair market value of a share on the grant date. Performance units and performance shares will result in a payment to a participant only if the performance goals or other vesting criteria set by the administrator are achieved or the awards otherwise vest.

Table of Contents

Each award of performance units or performance shares granted under the 2019 Plan will be evidenced by an award agreement specifying the performance period and other terms and conditions of the award. The administrator may set vesting criteria based upon the achievement of company-wide, divisional, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the administrator, in its discretion.

After an award of performance units or performance shares has been granted, the administrator has the discretion to accelerate, reduce or waive any performance objectives or other vesting provisions for such performance units or performance shares, but may not increase the amount payable at a given level of performance.

The administrator has the discretion to pay earned performance units or performance shares in the form of cash, Sharesshares (which will have an aggregate fair market value equal to the earned performance units or performance shares at the close of the applicable performance period), or a combination of both.

A participant will forfeit any performance units or performance shares that have not been earned or have not vested as of the termination of his or her service with us. However, in the event of termination of service due to participant'sparticipant’s death, the award will accelerate, with such acceleration assuming that all performance goals and other vesting criteria are deemed achieved at target performance levels and any additional service conditions satisfied.

Transferability

Awards generally are not transferable other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the participant, only by the participant. With the approval of the administrator, a participant may transfer an award, in a manner specified by the administrator, to a spouse or former spouse pursuant to certain court-approved domestic relations orders, and transfer an option by gift to an immediate family member or certain trusts, partnerships or other entities or foundations in accordance with the terms of the 2019 Plan.

Outside Director Limitations

No non-employee director may be granted, in any fiscal year of the Company, awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of greater than $900,000. Any awards granted to an individual for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of this limitation.

One-Year Vesting Requirement; Chief Executive Officer Holding Requirement

Awards granted under the 2019 Plan shall vest no earlier than the one year anniversary of the award'saward’s date of grant, provided that the administrator, in its sole discretion, may provide that an award may accelerate vesting, including, without limitation, by reason of the participant'sparticipant’s death, disability or retirement, or termination of the participant'sparticipant’s service, including a termination that occurs in connection with a change in control, and provided further that awards that result in the issuance of an aggregate of up to 5% of the Sharesshares reserved for issuance under the 2019 Plan may be granted to service providers, or outstanding awards modified, without regard to such minimum vesting, exercisability and distribution provisions. In addition, Sharesshares received by the Chief Executive Officer upon exercise, settlement or

2020 Proxy Statement       35

Table of Contents

Proposal Three: Approval of the Reservation

issuance of an Awardaward granted to him or her while serving as Chief Executive Officer, after satisfaction of any applicable tax obligations, may not be sold or otherwise transferred (other than for estate planning purposes) for at least one year following delivery of such Sharesshares or, if earlier, upon the termination of the Chief Executive Officer'sOfficer’s service to us.

Table of Contents

Dissolution or Liquidation

In the event of a proposed dissolution or liquidation of our company, the administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. An award will terminate immediately prior to consummation of such proposed action to the extent the award has not been previously exercised.

Change in Control

The 2019 Plan provides that, in the event of a merger or change in control of the Company, each award will be treated as the administrator determines, including that that each Awardaward be assumed or an equivalent option or right substituted by the successor corporation.

If the successor corporation does not assume or substitute for the award, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and restricted stock units will lapse. With respect to awards with performance-based vesting that are not assumed or substituted for, all performance goals or other vesting criteria will be deemed achieved based on actual performance measured through the last date that the award remains outstanding (or such earlier date, as determined by the administrator, in its sole discretion), with any performance period shortened proportionately and applicable performance goals or other vesting criteria adjusted proportionately to reflect the shortened performance period (or to the extent applicable, the value of the consideration to be received by the Company'sCompany’s stockholders in connection with the merger or change in control), as determined by the administrator, in its sole discretion. In addition, if an option or stock appreciation right is not assumed or substituted for, the administrator will notify the participant in writing or electronically that the option or stock appreciation right will be exercisable for a period of time determined by the administrator, in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

For awards granted to our non-employee directors, in the event of a change in control in which such awards are assumed or substituted for, if on the date of or following such assumption or substitution the participant'sparticipant’s status as a director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the participant (unless such resignation is at the request of the acquirer), then the participant will fully vest in and have the right to exercise options and/or stock appreciation rights as to all of the Sharesshares underlying such award, including those Sharesshares which would not otherwise be vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to awards with performance-based vesting, unless specifically provided otherwise under the applicable award agreement, a Company policy applicable to the participant, or other written agreement between the participant and the Company, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%)100% of target levels and all other terms and conditions met.

Amendment and Termination

The 2019 Plan will automatically terminate ten years from the date of its adoption by our Board of Directors, unless terminated at an earlier time by our Board of Directors. The administrator may amend, alter, suspend, or terminate the 2019 Plan at any time, provided that no amendment may be made without stockholder approval to the extent approval is necessary or desirable to comply with any applicable laws. No amendment, alteration, suspension, or termination may materially impair the rights of any participant unless mutually agreed otherwise between the participant and the administrator.

36       SANMINA CORPORATION

Table of Contents

Proposal Three: Approval of the Reservation

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2019 Plan. The summary is based on existing U.S. laws and

Table of Contents

regulations as of January 24,December 31, 2019, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant'sparticipant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Incentive Stock Options

A participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an option that qualifies as incentive stock option under Section 422 of the Code. If a participant exercises the option and then later sells or otherwise disposes of the Sharesshares acquired through the exercise of the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the exercise, the participant will recognize a capital gain or loss equal to the difference between the sale price of the Sharesshares and the exercise price, and we will not be entitled to any deduction for federal income tax purposes.

However, if the participant disposes of such Sharesshares either on or before the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise (a "disqualifying disposition"“disqualifying disposition”), any gain up to the excess of the fair market value of the Sharesshares on the date of exercise over the exercise price generally will be taxed as ordinary income, unless the Sharesshares are disposed of in a transaction in which the participant would not recognize a loss (such as a gift). Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the participant upon the disqualifying disposition of the Sharesshares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the Sharesshares on the exercise date is treated as an adjustment item in computing the participant'sparticipant’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the Sharesshares or provide certain basis adjustments or tax credits for purposes.

Nonstatutory Stock Options

A participant generally recognizes no taxable income as the result of the grant of such an option. However, upon exercising the option, the participant normally recognizes ordinary income equal to the amount that the fair market value of the Sharesshares on such date exceeds the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the Sharesshares acquired by the exercise of a nonstatutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss. No tax deduction is available to us with respect to the grant of a nonstatutory stock option or the sale of the Sharesshares acquired through the exercise of the nonstatutory stock option.

Stock Appreciation Rights

In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any Sharesshares received. Any additional gain or loss recognized upon any later disposition of the Sharesshares would be capital gain or loss.

2020 Proxy Statement       37

Table of Contents

Proposal Three: Approval of the Reservation

Restricted Stock Awards

A participant acquiring Sharesshares of restricted stock generally will recognize ordinary income equal to the fair market value of the Sharesshares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section83(b) of the Code to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than thirty days after the date the Sharesshares are acquired. Upon the sale of Sharesshares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Restricted Stock Unit Awards

There are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of Sharesshares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the administrator or a participant. Any additional gain or loss recognized upon any later disposition of any Sharesshares received would be capital gain or loss.

Performance Shares and Performance Unit Awards

A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or unrestricted Sharesshares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any Sharesshares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Section 409A

Section 409A provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual'sindividual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2019 Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A's409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

Tax Effect for Sanmina

We generally will be entitled to a tax deduction in connection with an award under the 2019 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option) except to the extent such deduction is limited by applicable provisions of the Code. Special rules limit the deductibility of compensation paid to our chief executive officer and other "covered employees"“covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.

38       SANMINA CORPORATION

Table of Contents

Proposal Three: Approval of the Reservation

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND SANMINA WITH RESPECT TO AWARDS UNDER

Table of Contents

THE 2019 PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT'SPARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

Number of Awards Granted to Employees, Consultants and Directors

The number of awards that an employee, director, or consultant may receive under the 2019 Plan is in the discretion of the administrator and therefore cannot be determined in advance. The following table sets forth: (i) the aggregate number of shares of Common Stockcommon stock subject to options granted under the 20092019 Plan during fiscal year 20182019 to each of our named executive officers; executive officers, as a group; directors who are not executive officers, as a group; and all employees who are not executive officers, as a group; (ii) the average per share exercise price of such options; (iii) the aggregate number of shares subject to restricted stock units ("RSUs"(“RSUs”) granted under the 20092019 Plan during fiscal year 20182019 to each of our named executive officers; executive officers, as a group; directors who are not executive officers, as a group; and all employees who are not executive officers, as a group; and (iv) the grant-date value of shares subject to such RSUs.