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): June 18, 2009

FLEXTRONICS INTERNATIONAL 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.)

One Marina Boulevard, # 28-00, Singapore	018989
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (65) 6890-7188

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:

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

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

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

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

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

     (b) On June 18, 2009, Mr. Ajay Shah announced that he will retire from the Board at Flextronics International Ltd.’s (the “Company’s”) 2009 Annual General Meeting.

     (d) Also on June 18, 2009, Mr. Daniel H. Schulman was appointed to the Company’s Board of Directors. Mr. Schulman joined the board as an independent director. Mr. Schulman has also been appointed to serve on the Compensation Committee of the Board of Directors. There is no arrangement or understanding between Mr. Schulman and any other person pursuant to which he was appointed as a director.

     Pursuant to the Company’s non-management directors’ compensation programs, Mr. Schulman will be entitled to receive: (i) annual cash compensation of $60,000, payable quarterly in arrears, for services rendered as a director; (ii) additional annual cash compensation of $5,000, payable quarterly in arrears, for participation on the Compensation Committee, (iii) upon his appointment, an automatic grant of options to purchase 25,000 shares, with an exercise price equal to the grant date fair market value, which shall vest 25% on the first anniversary and in 36 equal monthly installments thereafter; (iv) an annual automatic grant of 12,500 options on the date of each annual general meeting, which shall vest 25% on the first anniversary and in 36 equal monthly installments thereafter; and (v) an annual stock bonus award following each annual general meeting of shareholders having an aggregate fair market value of $100,000. The Company’s Articles of Association provide 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 him in the execution and discharge of his 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 also has 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.

     The foregoing description of the Company’s non-management directors’ compensation programs is qualified by reference to the description included in the definitive proxy statement for the Company’s 2008 Annual General Meeting, which was filed with the Securities and Exchange Commission on July 29, 2008.

     On June 18, 2009, the Company issued a press release announcing Mr. Shah’s retirement announcement and Mr. Schulman’s appointment, a copy of which is attached as Exhibit 99.1 hereto.

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Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

          The following exhibit is filed with this Report on Form 8-K:

Exhibit
No.	Description
99.1	Press Release, dated June 18, 2009

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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.

	FLEXTRONICS INTERNATIONAL LTD.
Date: June 18, 2009	By:	/s/ Paul Read
		Name:	Paul Read
		Title:	Chief Financial Officer

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Exhibit Index

Exhibit
No.	Description
99.1	Press Release, dated June 18, 2009, issued by Flextronics International Ltd.

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EX-99.1

Exhibit 99.1

Warren Ligan or Cindy Klimstra
Investor Relations
1-408-576-7722
investor_relations@flextronics.com

Renee Brotherton
Vice President, Corporate Communications
1-408-576-7189
renee.brotherton@flextronics.com

CEO OF VIRGIN MOBILE USA JOINS FLEXTRONICS’ BOARD

SINGAPORE, June 18, 2009—Flextronics (NASDAQ: FLEX) today announced that Daniel H. Schulman, chief executive officer and director of Virgin Mobile USA, joined the Company’s Board of Directors. Mr. Schulman was elected at Flextronics’ board meeting today.

“I am extremely pleased to welcome Dan to the Board. His deep knowledge and immense experience in the wireless and telecommunications sectors will add significantly to the executive leadership of our organization,” said Mike McNamara, chief executive officer of Flextronics. “We look forward to his guidance on key objectives moving forward as we continually enhance the competitive positioning of segment offerings such as those in infrastructure and mobile.”

Mr. Schulman joined Virgin Mobile USA as chief executive officer in 2001 with nearly two decades of telecommunications experience from prior roles with companies such as AT&T. Prior to his current position as chief executive officer and director for Virgin Mobile USA, Mr. Schulman served as the chief executive officer of Priceline.com, a position he held from June 1999 to May 2001. Prior to joining Priceline, Mr. Schulman served more than 18 years at AT&T. Mr. Schulman is also member of the board of directors of Symantec and the chair of its compensation committee. Mr. Schulman also serves on the board of trustees of Rutgers University and Autism Speaks. He holds an M.B.A. from New York University and a bachelor’s degree from Middlebury College.

Flextronics also announced that Ajay Shah will retire from the Board at the Company’s 2009 Annual General Meeting. McNamara continued, “We appreciate the wealth of insight and technology expertise that Ajay has provided Flextronics and we have been honored to have him on our Board. On behalf of the Board, I wish him all the best.”

About Flextronics
Headquartered in Singapore (Singapore Reg. No. 199002645H), Flextronics is a leading Electronics Manufacturing Services (EMS) provider focused on delivering complete design, engineering and manufacturing services to automotive, computing, consumer, industrial, infrastructure, medical and mobile OEMs. With fiscal year 2009 revenues of US$30.9 billion, Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in 30 countries on four continents. This global presence provides design and engineering solutions that are combined with core electronics manufacturing and logistics services, and vertically integrated with components technologies, to optimize customer operations by lowering costs and reducing time to market. For more information, please visit www.flextronics.com.

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