0001104659-18-072382.txt : 20181211 0001104659-18-072382.hdr.sgml : 20181211 20181211165130 ACCESSION NUMBER: 0001104659-18-072382 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181207 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20181211 DATE AS OF CHANGE: 20181211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEX LTD. CENTRAL INDEX KEY: 0000866374 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23354 FILM NUMBER: 181229288 BUSINESS ADDRESS: STREET 1: 2 CHANGI SOUTH LANE CITY: SINGAPORE STATE: U0 ZIP: 486123 BUSINESS PHONE: (65) 6876-9899 MAIL ADDRESS: STREET 1: 2 CHANGI SOUTH LANE CITY: SINGAPORE STATE: U0 ZIP: 486123 FORMER COMPANY: FORMER CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD. DATE OF NAME CHANGE: 20060608 FORMER COMPANY: FORMER CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD DATE OF NAME CHANGE: 19940318 FORMER COMPANY: FORMER CONFORMED NAME: FLEX HOLDINGS PTE LTD DATE OF NAME CHANGE: 19940201 8-K 1 a18-41431_18k.htm 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): December 7, 2018

 

 

FLEX 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
(Address of principal executive offices)

 

486123
(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)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

o

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

 

 

 

 

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

 

(e) Executive Compensation

 

On October 25, 2018, Flex Ltd. (the “Company”) announced the retirement of its Chief Executive Officer, Michael M. McNamara, effective December 31, 2018.  The process for selecting a new Chief Executive Officer is ongoing.

 

In recognition of this important ongoing leadership transition and to promote continuity and stability during the Company’s Chief Executive Officer transition, on December 7, 2018, the Company’s Board of Directors, upon recommendation of its Compensation Committee, approved retention grants of performance-based restricted share units (the “RSUs”) to certain executive officers, including the Chief Financial Officer and other named executive officers.  In each case, the RSUs have a grant date fair value of $500,000 and will vest and be payable, subject to the executive officer’s continued employment with the Company through the applicable measurement date and upon achievement of performance conditions as follows: (i) 50% of the RSUs will vest if the closing trading price of the ordinary shares exceeds $12.00 (the “Hurdle Price”) for any 20 consecutive trading days during the period between the first and second anniversaries of the date of grant, and (ii) 50% of the RSUs will vest if the closing trading price of the ordinary shares exceeds the Hurdle Price for any 20 consecutive trading days during the period between the second and third anniversaries of the date of grant; provided that if the RSUs do not vest under (i), 100% of the RSUs will vest if the conditions in (ii) are satisfied.  The RSUs have accelerated vesting in the event of a termination of employment by the Company without cause or by the executive officer for good reason prior to the third anniversary of the date of grant.

 

The retention RSUs were granted pursuant to the terms and conditions of a Restricted Share Unit Agreement (the “RSU Agreement”).  A copy of the form of RSU Agreement will be filed as an exhibit to the Company’s Form 10-Q for the fiscal quarter ended December 31, 2018.

 

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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.

 

 

 

FLEX LTD.

 

 

 

 

 

 

Date: December 11, 2018

By:

/s/ Christopher Collier

 

 

Name: Christopher Collier

Title:   Chief Financial Officer

 

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