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):  March 13, 2012

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.)

2 Changi South Lane, Singapore	486123
(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:

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

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

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

oPre-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 March 13, 2012, Mr. Lip-Bu Tan announced that he will retire from the Board of Directors at the Company’s 2012 Annual General Meeting.

(d) On March 13, 2012, Mr. Lay Koon Tan was appointed to the Company’s Board of Directors. Mr. Tan joined the Board as an independent director. Mr. Tan has been appointed to serve on the Audit Committee of the Board of Directors. There is no arrangement or understanding between Mr. Tan and any other person pursuant to which he was appointed as a director.

Pursuant to the Company’s non-management directors’ compensation programs, Mr. Tan will be entitled to receive: (i) annual cash compensation of $85,000, 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, a pro-rated share of the annual restricted stock unit award received by our non-employee directors following the last annual general meeting; and (iv) an annual restricted stock unit award following each annual general meeting of shareholders having an aggregate fair market value of $150,000. 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 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.

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 2011 Annual General Meeting, which was filed with the Securities and Exchange Commission on June 6, 2011.

On March 14, 2012, the Company issued a press release announcing Lip-Bu Tan’s retirement and Lay-Koon Tan’s appointment, a copy of which is attached as Exhibit 99.1 hereto.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit
99.1	Press release, dated March 14, 2012, issued by Flextronics International 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.

		FLEXTRONICS INTERNATIONAL LTD.
Date:    March 14, 2012	By:	/s/ Paul Read
		Name:	Paul Read
		Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated March 14, 2012, issued by Flextronics International Ltd.

4

EX-99.1

Exhibit 99.1

2 Changi South Lane

Singapore 486123

Tel: +65.6299.8888

PRESS RELEASE

Renee Brotherton	Kevin Kessel
Corporate Communications	Investor Relations
1(408) 576-7189	1 (408) 576-7985
renee.brotherton@flextronics.com	kevin.kessel@flextronics.com

FLEXTRONICS APPOINTS NEW BOARD MEMBER

SINGAPORE, MARCH 14, 2012—Flextronics (NASDAQ: FLEX) announced today that Lay Koon Tan, president and chief executive officer of STATS ChipPAC Ltd. (SGX: STTS: SI), has joined the Company’s Board of Directors. He was appointed at the Flextronics Board meeting on Tuesday, March 13, 2012.

Mr. Tan has been a member of STATS ChipPAC Ltd.’s Board of Directors since June 2002.  He joined STATS in May 2000 as Chief Financial Officer, and in August 2004, he led the formation of STATS ChipPAC Ltd. with the acquisition of ChipPAC, Inc., becoming the founding President and Chief Executive Officer.  Prior to joining STATS ChipPAC Ltd., he served as an investment banker with Salomon Smith Barney, the global investment banking unit of Citigroup Inc. Previously, he held various senior positions in government and financial institutions in Singapore.  Mr. Tan graduated with a Bachelor of Engineering degree from the University of Adelaide, Australia as a Colombo Plan Scholar. He also has a Master of Business Administration from the Wharton School of Business, where he was elected a Palmer Scholar.

“Lay Koon is a prominent leader who has significant business experience and a solid record of achievement. We look forward to him bringing this knowledge and business insight into the Flextronics Boardroom,” said Mike McNamara, chief executive officer of Flextronics. “We are very pleased to welcome Lay Koon to the Flextronics Board.”

Flextronics also announced that Lip-Bu Tan will retire from the Board at the Company’s 2012 Annual General Meeting. McNamara continued, “It has been an honor having Lip-Bu on our Board.  His business acumen is unmatched and his leadership style reflects his generous nature and superior collaborative abilities, all of which have benefited our Company. On behalf of Flextronics and the Board, we wish him well and continued success in all 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 aerospace and defense, automotive, computing, consumer, industrial, infrastructure, medical, clean tech and mobile OEMs. 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 are 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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