8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 23, 2020

FLEX LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore	0-23354	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2 Changi South Lane, Singapore		486123
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (65) 6876-9899

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, No Par Value	FLEX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On November 23, 2020, John D. Harris II was appointed to the Company’s Board of Directors. Mr. Harris joined the Board as an independent director. There is no arrangement or understanding between Mr. Harris and any other person pursuant to which Mr. Harris was appointed as a director. Mr. Harris has not yet been appointed to serve on any committee of the Board.

Pursuant to the Company’s non-management directors’ compensation programs, Mr. Harris will be entitled to receive: (i) annual cash compensation of $90,000, payable quarterly in arrears, for services rendered as a director; (ii) a pro-rated share of the annual restricted stock unit award received by our non-management directors following the last annual general meeting; and (iii) an annual restricted stock unit award following each annual general meeting of shareholders having an aggregate fair market value of $185,000. The foregoing description of the Company’s non-management directors’ compensation program is qualified by reference to the description included in the definitive proxy statement for the Company’s 2020 Annual General Meeting, which was filed with the Securities and Exchange Commission on June 26, 2020.

The Company’s Constitution provides that, subject to the Singapore Companies Act, every director shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by such person in the execution and discharge of such person’s duties or in relation thereto. Our directors are covered by indemnification agreements with the Company and a wholly-owned subsidiary which provide for indemnification to the maximum extent permitted by applicable law. The Company has also obtained a policy of directors’ and officers’ liability insurance that will insure directors against the costs of defense, settlements and judgments in connection with proceedings in which our directors are involved by reason of having served as directors or agents of the Company.

On November 24, 2020, the Company issued a press release announcing the appointment of Mr. Harris, a copy of which is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
99.1	Press release, dated November 24, 2020, issued by Flex Ltd.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FLEX LTD.
Date: November 24, 2020
	By:	/s/ Paul R. Lundstrom
		Name: Title:	Paul R. Lundstrom Chief Financial Officer

3

EX-99.1

Exhibit 99.1

PRESS RELEASE

Flex Appoints John D. Harris II to its Board of Directors

San Jose, Calif., November 24, 2020 — Flex (NASDAQ: FLEX) today announced that John D. Harris II, a seasoned executive leader, has joined the Company’s Board of Directors, effective November 23, 2020.

Mr. Harris has over 30 years of technology, non-profit and business board experience, and most recently served as vice president of Business Development for Raytheon Company and chief executive officer of Raytheon International, Inc. In this role, Mr. Harris was responsible for worldwide sales and marketing, international business and government relations operations functions. He was also responsible for developing and leading the execution of Raytheon's global business strategy.

Mr. Harris joined Raytheon in 1983. Throughout his career, he held positions of increasing responsibility, including vice president of Operations and Contracts for Raytheon's former Electronic Systems business, vice president of Contracts for the company's government and defense businesses, and vice president of Contracts and Supply Chain for Raytheon Company. In 2010, he was named president of Raytheon Technical Services Company (RTSC). Mr. Harris also served as general manager of Raytheon's Intelligence, Information and Services business, where he was responsible for the consolidation of the former RTSC with Raytheon's Intelligence and Information Systems business.

Mr. Harris served on the RTCA NextGen Advisory Committee, the Board of the USO of Metropolitan Washington, D.C., the National Advisory Council on Minority Business Enterprise with the U.S. Department of Commerce, and was a member of the Council of Trustees for the Association of the United States Army. He served as Raytheon's Executive Diversity Champion in 2007-2008, leading the Executive Diversity Leadership Team and providing strategic direction for the company's overall diversity and inclusion efforts. In February of 2010, Harris was honored with the prestigious Black Engineer of the Year Award.

Mr. Harris received his Bachelor of Science degree in Business Administration from Boston University.

Michael D. Capellas, Chairman of the Flex Board, said, “John brings a proven track record of success developing and managing global businesses. He will be a valuable addition to the team and we are proud to have him on the board.”

About Flex

Flex (Reg. No. 199002645H) is the manufacturing partner of choice that helps a diverse customer base design and build products that improve the world. Through the collective strength of a global workforce across 30 countries and responsible, sustainable operations, Flex delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.For more information, visit flex.com.

Contacts:

Media & Press

Silvia Gianelli

Senior Director, Corporate Communications

(408) 797-7130

Silvia.Gianelli@flex.com

Investors & Analysts

David Rubin

Vice President, Investor Relations

(408) 577-4632

David.Rubin@flex.com

XML

Cover Document	Nov. 23, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 23, 2020
Entity File Number	0-23354
Entity Registrant Name	FLEX LTD.
Entity Central Index Key	0000866374
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	U0
Entity Address, Address Line One	2 Changi South Lane
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	486123
City Area Code	65
Local Phone Number	6876-9899
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, No Par Value
Trading Symbol	FLEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false