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): August 7, 2020

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	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:

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

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

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

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, No Par Value	FLEX	The Nasdaq Stock Market LLC

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 ¨

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. ¨

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

(e) Amendment and restatement of the Flex Ltd. 2017 Equity Incentive Plan

On August 7, 2020, Flex Ltd. (the “Company” or “Flex”) held its 2020 Annual General Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the amendment and restatement of the Company’s 2017 Equity Incentive Plan (the “2017 Plan” and, as amended, the “Amended Equity Plan”). The Amended Equity Plan amends and restates the 2017 Plan to, among other things, increase the aggregate number of shares reserved for issuance by 21,100,000 ordinary shares, less one share for every one share that is subject to an award granted under the 2017 Plan after March 31, 2020 and prior to the effective date of the Amended Equity Plan. A more complete description of the terms of the Amended Equity Plan can be found in “Proposal No. 4: Ordinary Resolution to Approve the Amendment and Restatement of the Flex Ltd. 2017 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 26, 2020 (the “2020 Proxy Statement”), which description is incorporated herein by reference. The foregoing description and the description incorporated by reference from the 2020 Proxy Statement are qualified in their entirety by reference to the full text of the Amended Equity Plan, which is incorporated by reference hereto as Exhibit 10.01 hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders

On August 7, 2020, Flex held its 2020 Annual Meeting. There were 497,769,563 Ordinary Shares entitled to be voted and 456,113,997 Ordinary Shares were voted in person or by proxy at the Annual Meeting.

At the Annual Meeting:

(1) The shareholders re-elected the ten (10) nominees for director.

(2) The shareholders re-appointed Deloitte & Touche LLP as the Company’s independent auditors for the 2021 fiscal year and authorized the Company’s Board of Directors to fix its remuneration.

(3) The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

(4) The shareholders approved the amendment and restatement of the Flex Ltd. 2017 Equity Incentive Plan.

(5) The shareholders approved a general authorization for the Company’s Board of Directors to allot and issue Ordinary Shares.

(6) The shareholders approved the renewal of the Company’s Share Purchase Mandate permitting the Company to purchase or otherwise acquire up to 20% of its own issued Ordinary Shares as of the date of the Annual Meeting.

2

The Company’s Inspector of Elections certified the following vote tabulations from the Annual Meeting:

Board of Directors: Nominee	For		Against		Abstain		Broker Non-Vote
Revathi Advaithi		432,741,254		661,167		266,233		22,445,343
Michael D. Capellas		430,140,569		3,249,552		278,533		22,445,343
Jennifer Li		422,958,724		10,426,270		283,660		22,445,343
Marc A. Onetto		431,812,303		1,461,255		395,096		22,445,343
Erin L. McSweeney		432,766,900		632,907		268,847		22,445,343
Willy C. Shih, Ph.D.		426,316,135		6,967,184		385,335		22,445,343
Charles K. Stevens, III		430,181,684		3,200,295		286,675		22,445,343
Lay Koon Tan		432,621,038		656,971		390,645		22,445,343
William D. Watkins		426,367,809		7,021,488		279,357		22,445,343
Lawrence A. Zimmerman		432,662,515		722,491		283,648		22,445,343

	For		Against		Abstain		Broker Non-Vote
Re-appointment of Deloitte & Touche LLP as independent auditors for the 2021 fiscal year and to authorize the Board of Directors, upon the recommendation of the Audit Committee, to fix its remuneration		449,983,557		5,788,685		341,755		—

							Broker
	For		Against		Abstain		Non-Vote
NON-BINDING, ADVISORY RESOLUTION relating to the compensation of the Company’s named executive officers		421,299,559		12,114,670		254,425		22,445,343

	For		Against		Abstain		Broker Non-Vote
Resolution to approve the amendment and restatement of the Flex Ltd. 2017 Equity Incentive Plan		420,397,729		12,999,980		270,945		22,445,343

	For		Against		Abstain		Broker Non-Vote
General authorization for the Board of Directors to allot and issue ordinary shares		414,406,826		19,120,105		141,723		22,445,343

	For		Against		Abstain		Broker Non-Vote
Renewal of the Share Purchase Mandate relating to acquisitions by the Company of up to 20% of its issued ordinary shares as of the date of the Annual Meeting		423,868,011		9,688,298		112,345		22,445,343

3

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit
10.1	Amended and Restated Flex Ltd. 2017 Equity Incentive Plan, incorporated by reference to Annex A of the Company’s Definitive Proxy Statement dated June 26, 2020.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

4

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: August 11, 2020	By:	/s/ Christopher Collier
		Name:	Christopher Collier
		Title:	Chief Financial Officer

5

XML

Cover	Aug. 07, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 07, 2020
Entity File Number	0-23354
Entity Registrant Name	FLEX LTD.
Entity Central Index Key	0000866374
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	U0
Entity Address, Address Line One	2 Changi South Lane
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	486123
City Area Code	65
Local Phone Number	6876-9899
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, No Par Value
Trading Symbol	FLEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false