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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On January 8, 2018, Ms.Jennifer Li was appointed to the Company’s Board of Directors. Ms.Li joined the Board as an independent director. There is no arrangement or understanding between Ms.Li and any other person to which she was appointed as a director. Ms.Li has not yet been appointed to serve on any committee of the Board.
to the Company’s non-management directors’ compensation programs, Ms.Li will be entitled to receive: (i)annual cash compensation of $90,000, payable quarterly in arrears, for services rendered as a director; (ii)upon her appointment, a pro-rated share of the annual restricted stock unit award received by our non-management directors following the last annual general meeting; and (iii)an annual restricted stock unit award following each annual general meeting of shareholders having an aggregate fair market value of $185,000. The foregoing description of the Company’s non-management directors’ compensation program is qualified by reference to the description included in the definitive proxy statement for the Company’s 2017 Annual General Meeting, which was filed with the Securities and Exchange Commission on July5, 2017.
The Company’s Constitution provides that, subject to the Singapore Companies Act, every director shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto. Our directors are covered by indemnification agreements with the Company and a wholly-owned subsidiary which provide for indemnification to the maximum extent permitted by applicable law. The Company has also obtained a policy of directors’ and officers’ liability insurance that will insure directors against the costs of defense, settlements and judgments in connection with proceedings in which our directors are involved by reason of having served as directors or agents of the Company.
On January 8, 2018, the Company issued a press release announcing the appointment of Ms.Li, a copy of which is attached as Exhibit99.1 hereto.