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): October 13, 2008

FLEXTRONICS INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore
(State or other jurisdiction of
incorporation) 0-23354
(Commission File Number) Not Applicable
(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 October 13, 2008, Mr. Richard L. Sharp retired from the Board of Directors of Flextronics International Ltd. (the “Company”).

     (d) Also on October 13, 2008, Mr. Robert L. Edwards, was appointed to the Company’s Board of Directors. Mr. Edwards joined the board as an independent director. Mr. Edwards has also been appointed to serve on the Audit Committee of the Board of Directors. There is no arrangement or understanding between Mr. Edwards and any other person pursuant to which he was appointed as a director.

     Pursuant to the Company’s non-management directors’ compensation programs, Mr. Edwards 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 $15,000, payable quarterly in arrears, for participation on the Audit 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. The Company has entered into indemnification agreements with its directors which provide for indemnification to the maximum extent permitted by the Singapore Companies Act. The Company also has obtained a policy of directors’ and officers’ liability insurance that will insure directors against the cost of defense, settlement or payment of a judgment under certain circumstances which are permitted under the Singapore Companies Act.

     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 October 13, 2008, the Company issued a press release announcing Mr. Sharp’s retirement and Mr. Edwards’ 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 October 13, 2008

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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: October 16, 2008	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 October 13, 2008, issued by Flextronics International Ltd.

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EX-99.1

Exhibit 99.1

One Marina Boulevard, #28-00
Singapore 018989 65.6890.7188 Main www.flextronics.com

P R E S S R E L E A S E

Flextronics contacts:
Paul Read
Chief Financial Officer
+1.408.576.7722
investor_relations@flextronics.com

Renee Brotherton
Vice President, Corporate Communications
+1.408.576.7189
renee.brotherton@flextronics.com

Flextronics Appoints New Board Member

SINGAPORE, Oct. 13, 2008— Flextronics (Nasdaq: FLEX) today announced that Robert L. Edwards, executive vice president and chief financial officer of Safeway Inc., has been appointed to the Company’s Board of Directors effective immediately.

Robert L. Edwards, who was appointed to his current position with Safeway in March 2004, was previously executive vice president and chief financial officer of Maxtor Corporation. Prior to joining Maxtor, Mr. Edwards was an officer at Imation Corporation, a developer, manufacturer and supplier of magnetic and optical data storage media, where he held the position of senior vice president, chief financial officer and chief administrative officer.

“Robert is a recognized financial expert and executive, as exemplified by his service as CFO of Safeway, and brings seasoned and diverse leadership in storage and memory technologies,” said Mike McNamara, chief executive officer of Flextronics. “We believe Robert’s talents and knowledge will further strengthen our leadership team and we are very pleased to welcome Robert to the Board.”
In addition to Mr. Edwards’ appointment to the Flextronics Board, he has also been named as a member of the Company’s Audit Committee.

Flextronics also announced that Mr. Richard L. Sharp formally retired from the Board of Directors concurrently with the appointment of Mr. Edwards. McNamara continued, “Rick has been a valued member of our Board for many years and we appreciate his dedication to Flextronics. On behalf of the Board, I wish Rick the very best in all his pursuits.”

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 digital, industrial, infrastructure, medical and mobile OEMs. With the acquisition of Solectron, pro forma fiscal year 2008 revenues from continuing operations are more than US$33.6 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 http://www.flextronics.com.