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
Date of Report (Date of earliest event reported): October 13, 2008
FLEXTRONICS INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
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Singapore
(State or other jurisdiction of
incorporation)
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0-23354
(Commission File Number)
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Not Applicable
(IRS Employer Identification No.) |
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| One Marina Boulevard, # 28-00, Singapore
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018989 |
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(Zip Code) |
Registrant’s telephone number, including area code: (65) 6890-7188
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
(b) On October 13, 2008, Mr. Richard L. Sharp retired from the Board of Directors of
Flextronics International Ltd. (the “Company”).
(d) Also on October 13, 2008, Mr. Robert L. Edwards, was appointed to the Company’s Board of
Directors. Mr. Edwards joined the board as an independent director. Mr. Edwards has also been
appointed to serve on the Audit Committee of the Board of Directors. There is no arrangement or
understanding between Mr. Edwards and any other person pursuant to which he was appointed as a
director.
Pursuant to the Company’s non-management directors’ compensation programs, Mr. Edwards will be
entitled to receive: (i) annual cash compensation of $60,000, payable quarterly in arrears, for
services rendered as a director; (ii) additional annual cash compensation of $15,000, payable
quarterly in arrears, for participation on the Audit Committee, (iii) upon his appointment, an
automatic grant of options to purchase 25,000 shares, with an exercise price equal to the grant
date fair market value, which shall vest 25% on the first anniversary and in 36 equal monthly
installments thereafter; (iv) an annual automatic grant of 12,500 options on the date of each
annual general meeting, which shall vest 25% on the first anniversary and in 36 equal monthly
installments thereafter; and (v) an annual stock bonus award following each annual general meeting
of shareholders having an aggregate fair market value of $100,000. The Company’s Articles of
Association provide 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. The Company
has entered into indemnification agreements with its directors which provide for indemnification
to the maximum extent permitted by the Singapore Companies Act. The Company also has obtained a
policy of directors’ and officers’ liability insurance that will insure directors against the cost
of defense, settlement or payment of a judgment under certain circumstances which are permitted
under the Singapore Companies Act.
The foregoing description of the Company’s non-management directors’ compensation programs is
qualified by reference to the description included in the definitive proxy statement for the
Company’s 2008 Annual General Meeting, which was filed with the Securities and Exchange Commission
on July 29, 2008.
On October 13, 2008, the Company issued a press release announcing Mr. Sharp’s retirement and
Mr. Edwards’ appointment, a copy of which is attached as Exhibit 99.1 hereto.
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