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): January 10, 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
(Address of principal executive offices) 018989
(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.

     (a) On January 10, 2008, Mr. Michael E. Marks retired from the Board of Directors of Flextronics International Ltd. (the “Company”). Upon Mr. Marks’ retirement, Mr. H. Raymond Bingham was appointed Chairman of the Board.

     (d) Also on January 10, 2008, Willy C. Shih, Ph.D., was appointed to the Company’s Board of Directors. Dr. Shih joined the board as an independent director. There is no arrangement or understanding between Dr. Shih and any other person pursuant to which he was appointed as a director. Dr. Shih has not yet been appointed to serve on any committee of the Board of Directors.

     Pursuant to the Company’s non-management directors’ compensation programs, Dr. Shih will be entitled to receive: (i) annual cash compensation of $60,000, payable quarterly in arrears; (ii) 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; (iii) 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 (iv) an annual stock bonus award following each annual general meeting of shares 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 descriptions of the Company’s non-management directors’ compensation programs and the indemnification arrangements are qualified by reference to the descriptions included in the proxy statement for the Company’s 2007 Annual General Meeting, which is included in the joint proxy statement/prospectus in the Form S-4/A filed with the Securities and Exchange Commission on August 7, 2007.

     On January 10, 2008, the Company issued a press release announcing Mr. Marks’ retirement and Dr. Shih’s appointment, a copy of which is attached as Exhibit 99.1 hereto.

-2-

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 January 10, 2008

-3-

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: January 11, 2008	By:	/s/ Thomas J. Smach
		Name:	Thomas J. Smach
		Title:	Chief Financial Officer

-4-

Exhibit Index

Exhibit No.		Description
	99.1	Press Release, dated January 10, 2008, issued by Flextronics International Ltd.

-5-

EX-99.1

Exhibit 99.1

Flextronics contacts:
Thomas J. Smach
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, January 10, 2008— Flextronics (NASDAQ: FLEX) today announced that Willy Shih, Ph.D., Harvard Business School senior lecturer, has been appointed to the Company’s Board of Directors effective immediately.

Dr. Shih is currently a senior lecturer for the Harvard Business School, a role he has held since January 2007. Dr. Shih’s broad industry career experience includes significant accomplishments for globally-recognized organizations such as Kodak, IBM, Silicon Graphics and Thomson. While at Kodak, Dr. Shih led the organization to leadership market positions in the United States in consumer digital cameras, photo printing consumables and online photofinishing services. He also managed key intellectual property projects at Thomson and at Kodak. Dr. Shih holds a Ph.D. in Chemistry from the University of California, Berkeley and S.B. degrees in Chemistry and Life Sciences from the Massachusetts Institute of Technology.

“Willy is a strong leader who brings complementary and well-rounded experience to the Flextronics Board along with a shared, practical approach to the leadership of complex global organizations. We feel we have added significant strength to our organization,” said Mike McNamara, chief executive officer of Flextronics. “I would like to welcome Willy as the newest member of the Flextronics Board.”

As previously announced and in connection with the appointment of the new director, Michael Marks has simultaneously retired as a director of Flextronics. Ray Bingham has assumed the role of Chairman of the Flextronics Board. Mr. Bingham has served as a member of Flextronics Board since October 2005. He has also served in a number of capacities with Cadence Design Systems, Inc., a supplier of electronic design automation software and services. Mr. Bingham served Cadence as its Executive Chairman from May 2004 to July 2005, Director from November 1997 to April 2004, President and Chief Executive Officer from April 1999 to May 2004, and Executive Vice President and Chief Financial Officer from April 1993 to April 1999.

McNamara continued, “On behalf of the Board, I would like to thank Michael for his many contributions to Flextronics over the years. His guidance and leadership have been significant to our organization and we wish Michael all the best in his future endeavors.”

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 2007 revenues from continuing operations are more than US$30.0 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.