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): January 10, 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
(Address of principal executive offices)
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018989
(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))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) On January 10, 2008, Mr. Michael E. Marks retired from the Board of Directors of
Flextronics International Ltd. (the “Company”). Upon Mr. Marks’ retirement, Mr. H. Raymond
Bingham was appointed Chairman of the Board.
(d) Also on January 10, 2008, Willy C. Shih, Ph.D., was appointed to the Company’s Board of
Directors. Dr. Shih joined the board as an independent director. There is no arrangement or
understanding between Dr. Shih and any other person pursuant to which he was appointed as a
director. Dr. Shih has not yet been appointed to serve on any committee of the Board of Directors.
Pursuant to the Company’s non-management directors’ compensation programs, Dr. Shih will be
entitled to receive: (i) annual cash compensation of $60,000, payable quarterly in arrears; (ii)
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; (iii) 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 (iv) an annual stock bonus award following each annual
general meeting of shares 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 descriptions of the Company’s non-management directors’ compensation programs
and the indemnification arrangements are qualified by reference to the descriptions included in the
proxy statement for the Company’s 2007 Annual General Meeting, which is included in the joint proxy
statement/prospectus in the Form S-4/A filed with the Securities and Exchange Commission on August
7, 2007.
On January 10, 2008, the Company issued a press release announcing Mr. Marks’ retirement and
Dr. Shih’s appointment, a copy of which is attached as Exhibit 99.1 hereto.
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