8-KLeadership ChangesExhibits & Filings

FLEX LTD. 8-K Report, Executive Changes (Nov 5, 2012)

Filed November 5, 2012For Securities:FLEX

Summary

This Form 8-K filing by Flextronics International Ltd. (FLEX) reports on changes within its Board of Directors. Specifically, on October 31, 2012, Mr. Robert L. Edwards resigned from the Board. Concurrently, on the same date, Mr. Lawrence A. Zimmerman was appointed as an independent director. Mr. Zimmerman's appointment brings significant expertise to the Board, as he has been assigned to key committees: the Nominating and Corporate Governance Committee and, notably, as the Chairman of the Audit Committee. His compensation package includes annual cash retainers for his director role and committee chairmanships, as well as restricted stock unit awards, reflecting alignment with shareholder interests and the company's standard director compensation structure. The filing also notes the company's commitment to director indemnification and insurance.

Key Highlights

  • 1Robert L. Edwards resigned from the Board of Directors effective October 31, 2012.
  • 2Lawrence A. Zimmerman was appointed to the Board of Directors as an independent director on October 31, 2012.
  • 3Mr. Zimmerman will serve on the Nominating and Corporate Governance Committee.
  • 4Mr. Zimmerman has been appointed as the Chairman of the Audit Committee.
  • 5Mr. Zimmerman's compensation includes an annual cash retainer of $85,000, plus additional compensation for committee service ($8,000 for Nominating & Corporate Governance, $50,000 for Audit Committee Chair).
  • 6Mr. Zimmerman will receive restricted stock unit awards, reflecting alignment with long-term shareholder value.
  • 7The company reaffirmed its indemnification and directors' and officers' liability insurance policies for its directors.

Frequently Asked Questions

The filing states that Mr. Robert L. Edwards announced his resignation from the Board of Directors, effective October 31, 2012. The specific reasons for his departure are not detailed in this 8-K filing.

Mr. Lawrence A. Zimmerman has been appointed as an independent director and will play a crucial role in governance. He has been appointed to the Nominating and Corporate Governance Committee and will serve as the Chairman of the Audit Committee, indicating a focus on oversight of financial reporting and internal controls.

Mr. Zimmerman's compensation includes an annual cash retainer of $85,000 for his director services. He will also receive additional annual cash compensation of $8,000 for his role on the Nominating and Corporate Governance Committee and $50,000 for serving as Chairman of the Audit Committee. Furthermore, he is entitled to restricted stock unit awards, both a pro-rated amount upon appointment and an annual award valued at $150,000 following each annual general meeting.

Yes, Flextronics International Ltd. has robust measures to protect its directors. The company's Articles of Association provide for indemnification, and directors are covered by indemnification agreements. Additionally, the company maintains a policy of directors' and officers' liability insurance to cover potential costs associated with legal proceedings.