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): September 23, 2022

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 September 23, 2022, the Board of Directors (the “Board”) of Flex Ltd. (the “Company”) appointed Maryrose T. Sylvester as a member of the Board and as a member of the Compensation and People Committee of the Board. Ms. Sylvester joined the Board as an independent director. There is no arrangement or understanding between Ms. Sylvester and any other person pursuant to which Ms. Sylvester was appointed as a director. Furthermore, Ms. Sylvester has no related-party transactions reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K and there are no financial, organizational, or familial affiliations between Ms. Sylvester and the Company.

Pursuant to the Company’s non-management directors’ compensation programs, Ms. Sylvester will be entitled to receive: (i) annual cash compensation of $105,000, payable quarterly in arrears, for services rendered as a director and member of the Compensation and People Committee; (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 2022 Annual General Meeting, which was filed with the Securities and Exchange Commission on June 30, 2022.

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 September 27, 2022, the Company issued a press release announcing the appointment of Ms. Sylvester, 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 September 27, 2022, issued by Flex Ltd.

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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: September 27, 2022
	By:	/s/ Paul R. Lundstrom
		Name: Title:	Paul R. Lundstrom Chief Financial Officer

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FLEX APPOINTS MARYROSE T. SYLVESTER TO ITS BOARD OF DIRECTORS

San Jose, Calif., September 27, 2022 – Flex (NASDAQ: FLEX) today announced that Maryrose T. Sylvester, a seasoned executive and strategic, growth-oriented leader, has joined the Company’s Board of Directors, effective September 23, 2022. Ms. Sylvester has also been named as a member of the Company’s Compensation and People Committee.

Ms. Sylvester has significant experience transforming industrial businesses, and is passionate about technology, innovation and automation. She also has extensive expertise in delivering technology-enabled and energy-efficient sustainable solutions.

Most recently, from June 2019 to August 2020, Ms. Sylvester served as U.S. Managing Director and U.S. Head of Electrification for ABB Group, a global technology company, operating mainly in the areas of electrification, robotics, power, and automation. Prior to joining ABB Group, Ms. Sylvester spent more than 30 years at GE, serving most recently as President and CEO of Current, a digital power service business delivering integrated energy systems. Before this role, she was President and CEO of GE Lighting, a leading global lighting provider, and President and CEO of GE Intelligent Platforms, an industrial automation provider. Ms. Sylvester began her career at GE in supply chain where she held several positions of increasing responsibility including Director of Sourcing for GE Lighting in Budapest, Hungary, and Global Sourcing Director for GE Lighting.

Ms. Sylvester also serves on the board of directors of Harley-Davidson, Inc., the iconic American motorcycle manufacturer, Waste Management, Inc., a leading provider of comprehensive waste management environmental services, and Vontier Corporation, a global industrial technology company. Ms. Sylvester holds an undergraduate degree in Procurement and Production Management from Bowling Green State University and an MBA from Cleveland State University.

“Maryrose’s extensive experience leading global businesses, coupled with her proven track record of driving growth through effective business strategies and innovation, make her a great addition to our Board,” said Michael D. Capellas, Chair of the Flex Board. “We are proud to have Maryrose join our Board, and we look forward to her valuable perspectives and contributions.”

About Flex

Flex (Reg. No. 199002645H) is the diversified manufacturing partner of choice that helps market-leading brands design, build and deliver innovative products that improve the world. Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex delivers advanced manufacturing solutions and operates one of the most trusted global supply chains, supporting the entire product lifecycle with fulfillment, after-market and circular economy solutions for diverse industries.

Contacts

Media & Press

Mark Plungy

Director, Corporate Integrated Communications

(408) 442-1691

Mark.Plungy@flex.com

Investors & Analysts

David Rubin

Vice President, Investor Relations

(408) 577-4632

David.Rubin@flex.com

XML

Cover Document	Sep. 23, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 23, 2022
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