FLEX LTD. (NASDAQ:FLEX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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FLEX LTD. (NASDAQ:FLEX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)Approval of the Flex Ltd. 2017 Equity Incentive Plan

On August15, 2017, Flex Ltd. (the “Company” or “Flex”)held its 2017 Annual General Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the adoption of the Company’s 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan authorizes the Company to provide equity-based compensation to employees, non-employee directors and consultants of the Company (and employees, non-employee directors and consultants ofthe Company’s subsidiaries and certain of itsaffiliates), in the form of: (i)stock options, (ii)restricted share units, (iii)share appreciation rights, (iv)performance share awards and performance share units, and (v)other share-based awards that are not inconsistent with the terms of the 2017 Plan.

Twenty-two million shares of Flex’s ordinary shares are reserved for issuance under the 2017 Plan. In connection with the approval of the 2017 Plan by the Company’s shareholders, the 2017 Plan replaces the Company’s prior plan (the Flextronics International Ltd. 2010 Equity Incentive Plan) and no further grants under such plan will be made. Unless terminated earlier, the 2017 Plan will continue until June29, 2027, ten years after the date the 2017 Plan was adopted by the Company’s Board of Directors. A more detailed summary of the terms and conditions of the 2017 Plan and awards contemplated thereunder can be found in Proposal No.6 of the Company’s Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on July5, 2017.

The foregoing description is subject to, and qualified in its entirety by, reference to the full text of the 2017 Plan, which is incorporated by reference hereto as Exhibit10.01, and by the summary of the 2017 Plan included in the Company’s Definitive Proxy Statement, each of which is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting held on August15, 2017, there were 531,607,660 ordinary shares entitled to be voted and 468,541,079 were voted in person or by proxy at the Annual Meeting. At the Annual Meeting:

(1)The shareholders re-elected the two (2)nominees for director.

(2)The shareholders re-appointed Deloitte& Touche LLP as the Company’s independent auditors for the 2018 fiscal year and authorized the Company’s Board to fix its remuneration.

(3)The shareholders approved a general authorization for the Company to allot and issue ordinary shares.

(4)The shareholders approved, on a non-binding advisory basis, the Company’s executive compensation.

(5)The shareholders approved, on a non-binding advisory basis, “Every One Year” as their preferred frequency for holding future advisory votes on executive compensation.

(6)The shareholders approved the Flex Ltd. 2017 Equity Incentive Plan.

(7)The shareholders approved the renewal of the Company’s share repurchase mandate relating to acquisitions by the Company of up to 20% of its issued ordinary shares as of the date of the Annual Meeting.

(8)The shareholders approved changes to the non-employee directors’ cash compensation.

The Company’s inspector of election certified the following vote tabulations:

BoardofDirectors:

Broker

Nominee

For

Against

Abstain

Non-Votes

Mr.Michael D. Capellas

425,982,383

8,245,571

81,585

34,231,540

Mr.Marc A. Onetto

433,269,300

916,829

123,410

34,231,540

Broker

For

Against

Abstain

Non-Votes

Re-appointment of Deloitte& Touche LLP as independent auditors for the 2018 fiscal year and to authorize the Board of Directors to fix its remuneration

464,524,791

3,914,956

101,332

Broker

For

Against

Abstain

Non-Votes

General authorization for the Board of Directors to allot and issue ordinary shares

370,332,194

63,805,713

171,632

34,231,540

Broker

For

Against

Abstain

Non-Votes

Non-binding, advisory resolution relating to the compensation of the Company’s named executive officers

409,278,661

24,649,162

381,716

34,231,540

Every

Every

EveryOne

Two

Three

Year

Years

Years

Abstain

Non-binding, advisory resolution relating to the frequency of the non-binding advisory vote on the compensation of the Company’s named executive officers

429,976,406

130,380

3,868,829

333,924

Based on the results of the vote on the proposal regarding the non-binding, advisory resolution relating to the frequency of non-binding advisory votes on the compensation of the Company’s named executive officers, the Board of Directors has determined to hold an annual advisory vote on the compensation of the Company’s named executive officers until the next required vote on the frequency of shareholders’ votes on the compensation of the Company’s named executive officers.

Broker

For

Against

Abstain

Non-Votes

Resolution to approve the adoption of the Flex Ltd. 2017 Equity Incentive Plan

417,852,308

16,289,225

168,006

34,231,540

Broker

For

Against

Abstain

Non-Votes

Renewal of share purchase mandate relating to acquisitions by the Company of up to 20% of its issued ordinary shares as of the date of the Annual General Meeting

420,094,970

12,656,667

1,557,902

34,231,540

Broker

For

Against

Abstain

Non-Votes

Resolution to approve changes to the non-employee directors’ cash compensation

432,009,723

2,005,880

293,936

34,231,540

Item 8.01 Other Events.

On August18, 2017, the Company announced that it has received shareholder approval to purchase up to 20% of the Company’s outstanding ordinary shares. A copy of the press release is furnished with this report as Exhibit99.1. This approval was received on August15, 2017 at the Company’s Annual General Meeting. As part of the Company’s share repurchase plan, its Board of Directors has authorized management to continue its share repurchase plan for the Company’s issued ordinary shares in an aggregate amount not to exceed $500 million. Share repurchases, if any, will be made in the open market and in compliance with SEC Rule10b-18. The timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions and applicable legal requirements. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit

10.1

Flex Ltd. 2017 Equity Incentive Plan, incorporated by reference to Annex A of the Company’s Definitive Proxy Statement dated July5, 2017.

99.1

Press release, dated August18, 2017, issued by Flex Ltd.


FLEX LTD. Exhibit
EX-99.1 2 a17-20729_1ex99d1.htm EX-99.1 Exhibit 99.1     P R E S S   R E L E A S E   Renee Brotherton   Kevin Kessel Corporate Communications   Investor Relations (408) 576-7189   (408) 576-7985 [email protected]   [email protected]   FLEX RECEIVES APPROVAL FOR ADDITIONAL SHARE REPURCHASES   San Jose,…
To view the full exhibit click here

About FLEX LTD. (NASDAQ:FLEX)

Flex Ltd, formerly Flextronics International Ltd. provides design, engineering, manufacturing, and supply chain services and solutions. The Company designs, builds, ships and services packaged consumer electronics and industrial products for original equipment manufacturers (OEMs). Its segments include High Reliability Solutions (HRS), Consumer Technologies Group (CTG), Industrial and Emerging Industries (IEI) and Communications & Enterprise Compute (CEC). The HRS segment consists of its medical business, automotive business, and defense and aerospace businesses. The CTG segment includes its mobile devices business, consumer electronics business and high-volume computing business. The IEI segment consists of semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks, energy and metering, and lighting. The CEC segment includes radio access base stations, remote radio heads, and small cells for wireless infrastructure.