Date of Report (Date of earliest event reported): August 25, 2022
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 5.07 Submission of Matters to a Vote of Security Holders
On August 25, 2022, Flex Ltd. (the “Company”) held its 2022 Annual General Meeting (the “Annual General Meeting”). There were 458,902,718 Ordinary Shares entitled to be voted and 419,522,036 Ordinary Shares were voted in person or by proxy at the Annual General Meeting.
At the Annual General 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 2023 fiscal year and authorized the Company’s Board of Directors, upon the recommendation of the Audit Committee of the Board of Directors, to fix their remuneration.
(3)The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
(4)The shareholders approved a general authorization for the Company’s Board of Directors to allot and issue Ordinary Shares.
(5)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 and outstanding Ordinary Shares as of the date of the Annual General Meeting.
The Company’s Inspector of Elections certified the following vote tabulations from the Annual General Meeting:
Board of Directors:
Broker
Nominee
For
Against
Abstain
Non-Votes
Revathi Advaithi
392,598,724
398,967
79,831
26,444,514
Michael D. Capellas
364,423,667
27,981,735
672,120
26,444,514
John D. Harris II
392,061,565
912,078
103,879
26,444,514
Michael E. Hurlston
392,247,848
727,054
102,620
26,444,514
Erin L. McSweeney
381,808,395
11,168,203
100,924
26,444,514
Marc A. Onetto
391,919,780
1,055,397
102,345
26,444,514
Charles K. Stevens, III
381,846,486
11,140,422
90,614
26,444,514
Lay Koon Tan
390,719,800
2,248,835
108,887
26,444,514
Patrick J. Ward
392,595,025
381,831
100,666
26,444,514
William D. Watkins
383,466,956
9,512,232
98,334
26,444,514
Broker
For
Against
Abstain
Non-Votes
Re-appointment of Deloitte & Touche LLP
407,759,085
11,632,892
130,059
—
as the Company's independent auditors for the
2023 fiscal year and to authorize the Board of
Directors, upon the recommendation of the
Audit Committee of the Board of Directors, to
fix their remuneration
2
Broker
For
Against
Abstain
Non-Votes
Non-binding, advisory resolution relating to
377,140,921
15,716,527
220,074
26,444,514
the compensation of the Company's named
executive officers
Broker
For
Against
Abstain
Non-Votes
General authorization for the Board of
369,651,191
19,842,907
3,583,424
26,444,514
Directors to allot and issue Ordinary Shares
Broker
For
Against
Abstain
Non-Votes
Renewal of the Share Purchase Mandate
380,284,432
10,969,611
1,823,479
26,444,514
relating to acquisitions by the Company of
up to 20% of its issued and outstanding
Ordinary Shares as of the date of the Annual
General Meeting
Item 8.01 Other Events.
The Company announced that it has received shareholder approval to purchase up to 20% of the Company’s issued and outstanding Ordinary Shares, and the Company’s Board of Directors has authorized management to continue its share repurchase plan for the Company’s issued Ordinary Shares in an aggregate amount not to exceed $1 billion. Share repurchases, if any, will be made in the open market and in compliance with SEC Rule 10b-18. The timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions and applicable legal requirements. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice.
3
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.
