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FLEX > SEC Filings for FLEX > Form 8-K on 5-Nov-2012All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements an

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

(b) On October 31, 2012, Mr. Robert L. Edwards announced that he will resign from the Board of Directors as of October 31, 2012.

(d) On October 31, 2012, Mr. Lawrence A. Zimmerman was appointed to the Company's Board of Directors. Mr. Zimmerman joined the Board as an independent director. Mr. Zimmerman has also been appointed to serve on the Nominating and Corporate Governance Committee and as the Chairman of the Audit Committee of the Board of Directors. There is no arrangement or understanding between Mr. Zimmerman and any other person pursuant to which he was appointed as a director.

Pursuant to the Company's non-management directors' compensation programs, Mr. Zimmerman will be entitled to receive: (i) annual cash compensation of $85,000, payable quarterly in arrears, for services rendered as a director;
(ii) additional annual cash compensation of $8,000, payable quarterly in arrears, for participation on the Nominating and Corporate Governance Committee;
(iii) additional annual cash compensation of $50,000, payable quarterly in arrears, for serving as Chairman of the Audit Committee; (iv) upon his appointment, a pro-rated share of the annual restricted stock unit award received by our non-employee directors following the last annual general meeting; and (v) an annual restricted stock unit award following each annual general meeting shareholders having an aggregate fair market value of $150,000. 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 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.

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 2012 Annual General Meeting, which was filed with the Securities and Exchange Commission on July 13, 2012.

On November 5, 2012, the Company issued a press release announcing Mr. Zimmerman's appointment and Mr. Edwards's resignation, a copy of which is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


99.1         Press release, dated November 5, 2012, issued by Flextronics
             International Ltd.

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