8-KLeadership ChangesExhibits & Filings

FLEX LTD. 8-K Report, Executive Changes (Apr 15, 2009)

Filed April 15, 2009For Securities:FLEX

Summary

This Form 8-K filing for Flextronics International Ltd. (FLEX) reports on changes within its Board of Directors. Ambassador Rockwell A. Schnabel announced his retirement from the Board, which is effective prior to the company's 2009 Annual General Meeting. This marks a transition for a long-standing board member. In connection with this transition, the company has appointed Mr. William D. Watkins as an independent director to the Board and as a member of the Audit Committee. Mr. Watkins' appointment is accompanied by a standard compensation package for non-management directors, including annual cash compensation, committee fees, and stock options, as well as annual stock bonus awards. The filing also notes the company's standard indemnification and D&O insurance policies for its directors. The press release announcing these changes is included as an exhibit.

Key Highlights

  • 1Ambassador Rockwell A. Schnabel to retire from the Board of Directors prior to the 2009 Annual General Meeting.
  • 2Mr. William D. Watkins appointed as an independent director to the Board.
  • 3Mr. Watkins appointed to serve on the Audit Committee.
  • 4Mr. Watkins will receive standard compensation for non-management directors, including cash, stock options, and stock bonus awards.
  • 5New director compensation includes an initial grant of 25,000 stock options, vesting over time.
  • 6Annual compensation for Mr. Watkins includes $60,000 as a director and $15,000 for Audit Committee service.
  • 7Company maintains standard indemnification agreements and D&O insurance for its directors.

Frequently Asked Questions

Ambassador Schnabel's retirement from the Board of Directors signifies a change in board composition. While the filing doesn't detail the reasons for his retirement, it indicates a transition for the company's governance structure as it prepares for its upcoming annual general meeting.

Mr. William D. Watkins has been appointed as an independent director to the Board of Directors and will serve on the Audit Committee. His appointment is effective immediately, and he will contribute to the oversight of the company's financial reporting and internal controls.

As a non-management director, Mr. Watkins will receive annual cash compensation of $60,000, plus an additional $15,000 for his service on the Audit Committee. He will also receive an initial grant of 25,000 stock options, with staged vesting, and annual grants of 12,500 stock options and a $100,000 stock bonus award each year.

Yes, Flextronics International Ltd. provides standard protections for its directors. This includes indemnification against liabilities incurred in the discharge of their duties, as well as directors' and officers' liability insurance to cover defense costs, settlements, and judgments.