8-K/AShareholder Matters

FLEX LTD. 8-K/A Report, Shareholder Vote Results (Aug 29, 2011)

Filed August 29, 2011For Securities:FLEX

Summary

Flextronics International Ltd. (FLEX) filed an 8-K/A on August 29, 2011, to amend a prior filing from July 27, 2011. The primary purpose of this amendment is to update information regarding the frequency of shareholder advisory votes on executive compensation. The company is clarifying the outcome of its 2011 Annual General Meeting (AGM) held on July 22, 2011, where shareholders indicated a preference for an annual vote on executive compensation. In response to this shareholder preference, the Board of Directors, on the recommendation of the Nominating and Corporate Governance Committee, has resolved to hold an advisory vote on executive compensation every year at the annual general meeting. This practice will continue until the next required advisory vote on frequency or until the Board determines otherwise is in the best interest of shareholders. This filing provides transparency on the company's response to shareholder feedback on corporate governance matters.

Key Highlights

  • 1Flextronics International Ltd. (FLEX) filed an 8-K/A on August 29, 2011, amending a previous filing.
  • 2The amendment specifically addresses Item 5.07 concerning the submission of matters to a vote of security holders.
  • 3At the July 22, 2011 Annual General Meeting (AGM), shareholders expressed a preference for an annual advisory vote on executive compensation.
  • 4The Board of Directors has accepted the recommendation to hold an advisory vote on executive compensation every year.
  • 5This annual advisory vote will continue until the next mandated frequency vote or until the Board determines a different frequency is appropriate.
  • 6The filing demonstrates the company's responsiveness to shareholder governance preferences.
  • 7The company's Chief Financial Officer, Paul Read, signed the report.

Frequently Asked Questions

This 8-K/A filing amends a previous Form 8-K filed on July 27, 2011. Its primary purpose is to provide an update on the frequency of future shareholder advisory votes on executive compensation, following the results of the company's 2011 Annual General Meeting.

At the Annual General Meeting held on July 22, 2011, shareholders indicated that their preferred frequency for advisory votes on executive compensation was 'every year'.

The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that the company will hold an advisory vote on the compensation of its named executive officers every year at its annual general meeting. This commitment will remain in place until the next required advisory vote on frequency or until the Board decides on a different frequency.

No, this filing specifically addresses the *frequency* of the advisory vote on executive compensation. It does not disclose or imply any changes to the executive compensation itself, only how often shareholders will have a non-binding vote on it.