8-KShareholder MattersOther EventsExhibits & Filings

FLEX LTD. 8-K Report, Shareholder Vote Results (Aug 21, 2018)

Filed August 21, 2018For Securities:FLEX

Summary

This 8-K filing by FLEX LTD. (FLEX) reports on the outcomes of its Annual General Meeting held on August 16, 2018. The key information for investors revolves around shareholder approvals and authorizations. Notably, shareholders re-elected two directors, re-appointed Deloitte & Touche LLP as independent auditors, and approved a general authorization for the company to issue shares. A significant approval was the renewal of the company's share repurchase mandate, allowing for the acquisition of up to 20% of its issued ordinary shares. Furthermore, the Board of Directors has authorized management to continue its share repurchase plan with an aggregate amount not to exceed $500 million. These repurchases will be conducted in the open market under Rule 10b-18, with timing and volume dependent on market conditions. The filing also mentions a future Extraordinary General Meeting (EGM) to amend the company's Constitution regarding director elections, moving towards annual elections instead of staggered retirements.

Key Highlights

  • 1Shareholders re-elected two directors to the Board.
  • 2Deloitte & Touche LLP was re-appointed as the independent auditor for the 2019 fiscal year.
  • 3Shareholders approved a general authorization for the Company to allot and issue ordinary shares.
  • 4A significant shareholder approval was granted for the renewal of the share repurchase mandate, allowing the company to acquire up to 20% of its issued ordinary shares.
  • 5The Board of Directors has authorized management to continue its share repurchase plan, capped at $500 million.
  • 6The company plans to hold an Extraordinary General Meeting (EGM) to transition to annual director elections.
  • 7The executive compensation was approved on a non-binding advisory basis.

Frequently Asked Questions

This 8-K filing primarily reports on the results of Flex Ltd.'s Annual General Meeting held on August 16, 2018, detailing matters voted upon by shareholders, including director elections, auditor appointments, share issuances, executive compensation, and share repurchase mandates.

The renewal of the share repurchase mandate allows Flex Ltd. to potentially buy back up to 20% of its issued ordinary shares. This indicates management's confidence in the company's valuation and can potentially increase earnings per share by reducing the number of outstanding shares. The Board has authorized up to $500 million for these repurchases.

Flex Ltd. plans to hold an Extraordinary General Meeting (EGM) to amend its Constitution. The goal is to move from a staggered director retirement system to an annual election of all directors, providing shareholders with more frequent opportunities to vote on board composition.

Share repurchases, if made, will be conducted in the open market in compliance with SEC Rule 10b-18. The timing and actual number of shares repurchased will be subject to various factors including market price, market conditions, and legal requirements. The program does not obligate the company to repurchase any specific number of shares and can be suspended or terminated.