8-KLeadership ChangesExhibits & Filings

FLEX LTD. 8-K Report, Executive Changes (Oct 3, 2007)

Filed October 3, 2007For Securities:FLEX

Summary

Flextronics International Ltd. (FLEX) filed an 8-K on October 3, 2007, detailing significant changes to its board of directors and an amendment to its equity incentive plan. The report announces the upcoming retirement of directors Michael Marks and Richard Sharp, coinciding with the planned appointment of two individuals designated by Solectron Corporation, following Flextronics' acquisition of Solectron. Following these changes, Ray Bingham will assume the role of Chairman of the Flextronics Board. Additionally, shareholders approved amendments to the 2001 Equity Incentive Plan at the Annual General Meeting held on September 27, 2007. Key amendments include an increase in the sub-limit for stock bonus awards and an overall increase in the plan's share reserve, aimed at supporting future equity-based compensation. These changes reflect strategic moves related to the Solectron acquisition and ongoing efforts to manage executive compensation.

Key Highlights

  • 1Flextronics' acquisition of Solectron Corporation is complete.
  • 2Two new directors designated by Solectron will be appointed to Flextronics' board in the December 2007 quarter.
  • 3Directors Michael Marks and Richard Sharp will retire from the board concurrently with the new appointments.
  • 4Ray Bingham will become the Chairman of the Flextronics Board upon Michael Marks' retirement.
  • 5Shareholders approved amendments to the 2001 Equity Incentive Plan on September 27, 2007.
  • 6The amendments increase the sub-limit for stock bonus awards from 10,000,000 to 15,000,000 ordinary shares.
  • 7The 2001 Equity Incentive Plan share reserve has been increased by 10,000,000 ordinary shares to an aggregate of 42,000,000 shares.

Frequently Asked Questions

The board changes are a direct result of Flextronics' completion of its acquisition of Solectron Corporation. The merger agreement stipulated the appointment of two Solectron designees to the Flextronics board, leading to the retirement of two existing directors.

The amendments to the 2001 Equity Incentive Plan increase the number of shares available for equity awards. Specifically, the sub-limit for stock bonus awards has been raised, and the overall share reserve has been expanded, providing Flextronics with greater flexibility for future executive compensation and incentive programs.

The appointment of the two new directors designated by Solectron is expected to occur in the December 2007 quarter. Michael Marks and Richard Sharp intend to retire as directors simultaneously with these new appointments.

Upon the retirement of Michael Marks, Ray Bingham, currently a member of the Flextronics Board of Directors, will assume the role of Chairman of the Flextronics Board.