-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R5VL+8rJUnlBf+24YTXkjE+oLRDKEwVY0R8pC/r56VHmhwuNSbAZg6gI6sS4R3U+ 44jDp79DhIWqYj6PJwhPsg== 0001104659-10-058128.txt : 20101112 0001104659-10-058128.hdr.sgml : 20101111 20101112161124 ACCESSION NUMBER: 0001104659-10-058128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101108 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANMINA-SCI CORP CENTRAL INDEX KEY: 0000897723 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 770228183 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21272 FILM NUMBER: 101186689 BUSINESS ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089643500 MAIL ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA CORP/DE DATE OF NAME CHANGE: 19930729 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA HOLDINGS INC DATE OF NAME CHANGE: 19930223 8-K 1 a10-20989_18k.htm 8-K

 

 

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

 

November 8, 2010

Date of Report (Date of earliest event reported)

 

SANMINA-SCI CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-21272

 

77-0228183

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Approval of Fiscal 2010 Incentive Compensation

 

On November 8, 2010, the Compensation Committee of the Board of Directors of Sanmina-SCI Corporation (the “Company”) approved fiscal 2010 incentive compensation for the executive officers of the Company, including for each executive officer who is considered a “named executive officer” for fiscal 2010 under Securities and Exchange Commission rules. Such compensation was determined in accordance with the Company’s previously disclosed Fiscal Year 2010 Corporate Bonus Plan which was approved by the Committee in December 2009. The incentive compensation approved by the Compensation Committee for each named executive officer is set forth below:

 

Name and Position

 

Amount of Fiscal 2010 Incentive Compensation
Payable

 

Jure Sola, Chairman and Chief Executive Officer

 

$

1,401,918

 

Hari Pillai, President and Chief Operating Officer

 

737,000

 

Robert K. Eulau, Executive Vice President and Chief Financial Officer

 

522,000

 

Michael R. Tyler, Executive Vice President and General Counsel

 

387,150

 

Dennis Young, Executive Vice President, Worldwide Sales and Marketing

 

299,000

 

 

Also on November 8, 2010, the Compensation Committee approved an increase in the annual base salary of Mr. Eulau from $400,000 to $440,000 in order to better align his base salary with those of similarly situated executives employed by the Company’s peer group. No adjustments were made to the base salaries of the other named executive officers of the Company.

 

Approval of Fiscal Year 2011 Corporate Bonus Plan

 

In addition, on November 8, 2010, the Compensation Committee approved the Fiscal Year 2011 Corporate Bonus Plan (the “2011 Plan”). The 2011 Plan sets forth the methodology for calculating annual incentive compensation for fiscal 2011 for specified employees of the Company, including its executive officers, based upon achievement of specified corporate, divisional and individual performance objectives.

 

Under the 2011 Plan, the Company’s fiscal 2011 performance will be measured against targets for revenue, non-GAAP operating margin, free cash flow, inventory turns and return on invested capital. Measurement of the Company’s performance against the targets contained in the 2011 Plan results in a corporate performance factor of up to 195%. However, should the Company not achieve a minimum performance against these targets, no incentive compensation shall be payable under the 2011 Plan. Each participant’s actual incentive compensation will be determined by reference to an individual incentive compensation target established by management (or, in the case of the Company’s executive officers, by the Compensation Committee), the corporate performance factor and achievement of the participant’s individual/divisional performance targets for fiscal 2011.

 

The 2011 Plan also sets forth the fiscal 2011 incentive compensation targets, expressed as a percentage of base salary, for the named executive officers of the Company as follows: Jure Sola (Chief Executive Officer): 150%; Hari Pillai (President and Chief Operating Officer): 115%; Robert K. Eulau (Executive Vice President and Chief Financial Officer): 100%; Michael R. Tyler (Executive Vice President,  General Counsel and Corporate Secretary): 75%; and Dennis Young (Executive Vice President , Worldwide Sales and Marketing): 75%. Actual executive officer incentive compensation for fiscal 2011 will be adjusted by the corporate performance factor and achievement of the participant’s individual/divisional performance targets for fiscal 2011. The Company and the Compensation Committee retain the right to terminate or amend the 2011 Plan in any respect, including increasing or decreasing the corporate performance and individual incentive compensation targets.

 

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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.

 

 

 

SANMINA-SCI CORPORATION

 

 

 

 

 

By:

/s/ Jure Sola

 

 

Jure Sola

 

 

Chairman and Chief Executive Officer

 

 

Date:  November 12, 2010

 

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