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| FLEX > SEC Filings for FLEX > Form 8-K on 19-Jun-2009 | All Recent SEC Filings |
19-Jun-2009
Change in Directors or Principal Officers, Financial Statements an
(b) On June 18, 2009, Mr. Ajay Shah announced that he will retire from the Board at Flextronics International Ltd.'s (the "Company's") 2009 Annual General Meeting.
(d) Also on June 18, 2009, Mr. Daniel H. Schulman was appointed to the Company's Board of Directors. Mr. Schulman joined the board as an independent director. Mr. Schulman has also been appointed to serve on the Compensation Committee of the Board of Directors. There is no arrangement or understanding between Mr. Schulman and any other person pursuant to which he was appointed as a director.
Pursuant to the Company's non-management directors' compensation programs,
Mr. Schulman 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 $5,000, payable quarterly in
arrears, for participation on the Compensation 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. 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 also has 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.
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 June 18, 2009, the Company issued a press release announcing Mr. Shah's retirement announcement and Mr. Schulman's appointment, a copy of which is attached as Exhibit 99.1 hereto.
(d) Exhibits
The following exhibit is filed with this Report on Form 8-K:
Exhibit
No. Description
99.1 Press Release, dated June 18, 2009
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