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 20, 2014

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) 6876-9899

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)

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

(d)On March 20, 2014, Mr. Michael D. Capellas was appointed to the Company’s Board of Directors. Mr. Capellas joined the Board as an independent director and has been appointed to the Compensation Committee of the Board. There is no arrangement or understanding between Mr. Capellas and any other person pursuant to which he was appointed as a director.

Pursuant to the Company’s non-management directors’ compensation programs, Mr. Capellas will be entitled to receive: (i) annual cash compensation of $95,000, payable quarterly in arrears, for services rendered as a director and member of the Compensation Committee; (ii) upon his appointment, a pro-rated share of the annual restricted stock unit award received by our non-management directors following the last annual general meeting; and (iii) an annual restricted stock unit award following each annual general meeting of shareholders having an aggregate fair market value of $150,000. 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 2013 Annual General Meeting, which was filed with the Securities and Exchange Commission on June 12, 2013.

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.

On March 24, 2014, the Company issued a press release announcing the appointment of Mr. Capellas, a copy of which is attached as Exhibit 99.1 hereto.

2

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit
99.1	Press release, dated March 24, 2014, 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 24, 2014	By:	/s/ Christopher Collier
		Name:	Christopher Collier
		Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated March 24, 2014, issued by Flextronics International Ltd.

5

EX-99.1

Exhibit 99.1

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
 MICHAEL CAPELLAS TO ITS BOARD OF DIRECTORS

San Jose, CA March 24, 2014—Flextronics (NASDAQ: FLEX) announced today that Michael D. Capellas, prominent industry executive, has been appointed to the Company’s Board of Directors.

Mr. Capellas currently serves as Principal of Capellas Partners, a strategic advisory firm focusing on technology-driven companies. He was previously Chief Executive Officer and Chairman of VCE Company, LLC, a joint venture between EMC and Cisco with investments from VMware and Intel. He was Chairman and Chief Executive Officer of First Data Corporation and was also Chief Executive Officer of MCI, Inc. through its 2004 restructuring and acquisition by Verizon in 2006. In addition, Mr. Capellas served as Chief Executive Officer and Chairman of the Board of Compaq from 2000 until its merger with HP in 2002.  Post merger, he served as President of HP. Prior to Compaq and HP, he held a variety of executive positions in multiple industries.

“Michael has tremendous operational, financial and technology industry experience spanning hardware, software, network and communications companies and is one of the most talented  executives in business today,” said Mike McNamara, chief executive officer of Flextronics. “We are honored to welcome Michael to our Board and look forward to leveraging his extensive experience and deep insights in the Flextronics Boardroom.”

About Flextronics

Flextronics (Reg. No. 199002645H) is a leading end-to-end supply chain solutions company that delivers design, engineering, manufacturing and logistics services to a range of industries and end-markets, including data networking, telecom, enterprise computing and storage, industrial, capital equipment, appliances, automation, medical, automotive, aerospace and defense, energy, mobile, computing and other electronic product categories. Flextronics is an industry leader with more than $24 billion in annualized sales, generated from helping its customers design, build, ship, and service their products through an unparalleled network of facilities in more than 30 countries and across four continents. Flextronics’ service offerings and vertically integrated component technologies optimize customer supply chains by lowering costs, increasing flexibility, and reducing time-to-market. For more information, visit www.flextronics.com or follow us on Twitter @flextronics.

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