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):  November 5, 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 October 31, 2012, Mr. Robert L. Edwards announced that he will resign from the Board of Directors as of October 31, 2012.

(d) On October 31, 2012, Mr. Lawrence A. Zimmerman was appointed to the Company’s Board of Directors. Mr. Zimmerman joined the Board as an independent director. Mr. Zimmerman has also been appointed to serve on the Nominating and Corporate Governance Committee and as the Chairman of the Audit Committee of the Board of Directors. There is no arrangement or understanding between Mr. Zimmerman and any other person pursuant to which he was appointed as a director.

Pursuant to the Company’s non-management directors’ compensation programs, Mr. Zimmerman 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 $8,000, payable quarterly in arrears, for participation on the Nominating and Corporate Governance Committee; (iii) additional annual cash compensation of $50,000, payable quarterly in arrears, for serving as Chairman of the Audit Committee; (iv) 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 (v) an annual restricted stock unit award following each annual general meeting 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 program is qualified by reference to the description included in the definitive proxy statement for the Company’s 2012 Annual General Meeting, which was filed with the Securities and Exchange Commission on July 13, 2012.

On November 5, 2012, the Company issued a press release announcing Mr. Zimmerman’s appointment and Mr. Edwards’s resignation, a copy of which is attached as Exhibit 99.1 hereto.

2

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit
99.1	Press release, dated November 5, 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:	November 5, 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 November 5, 2012, issued by Flextronics International Ltd.

5

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, November 5, 2012—Flextronics (NASDAQ: FLEX) announced today that Lawrence A. Zimmerman, has been appointed to (i) the Company’s Board of Directors,(ii)  the Nominating and Corporate Governance Committee and (iii) the Audit Committee as its Chairman.

Mr. Zimmerman has extensive experience in corporate finance and accounting, having previously served as vice chairman and chief financial officer from 2009 to 2011 and as executive vice president and chief financial officer from 2002 to 2009, at Xerox Corporation. Prior to that, he spent 32 years with IBM, holding various senior finance positions, including corporate controller. Mr. Zimmerman currently serves as a director of CSC, Brunswick Corporation and Delphi Automotive.

“Larry Zimmerman is a prominent leader who has significant business experience and a solid record of achievement,” said Mike McNamara, chief executive officer of Flextronics. “We are honored to welcome Larry to our Board and look forward to him bringing his sharp business acumen and industry insight into the Flextronics Boardroom.”

Flextronics also announced that Mr. Robert Edwards will resign from the Board as of October 31, 2012. McNamara continued, “It has been an honor having Robert on our Board and we would like to thank him for his exceptional contributions to the 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, energy 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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