FLEX LTD. (Form: 8-K, Received: 08/23/2019 16:26:47)

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 20, 2019

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 3.03 Material Modification to Rights of Security Holders.

(a) On August 20, 2019, at the Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”) of Flex Ltd. (the “Company”), the shareholders of the Company approved amendments to the current Constitution of the Company (the “2016 Constitution”) to (a) remove the requirement that the Company’s directors retire by rotation and effect related changes to the 2016 Constitution to account for the removal of the rotational nature of director elections, (b) increase the maximum size of the Board of Directors to twelve members, and (c) amend the 2016 Constitution to account for changes in Singapore law, which amendments modify the rights of holders of the Company’s ordinary shares, no par value (the “Ordinary Shares”).

The foregoing summary of the amendments to the 2016 Constitution is qualified in its entirety by reference to the Amendments to Constitution of the Registrant, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) and (b)

On August 20, 2019, the Company held its Extraordinary Meeting followed by its 2019 Annual General Meeting of Shareholders (the “Annual Meeting”). There were 513,926,093 Ordinary Shares entitled to be voted and 439,697,237 Ordinary Shares were voted in person or by proxy at the Extraordinary Meeting and 443,570,417 Ordinary Shares were voted in person or by proxy at the Annual Meeting.

At the Extraordinary Meeting:

(1)	The shareholders approved amending the 2016 Constitution to remove the requirement that the Company’s directors retire by rotation and effect related changes to the 2016 Constitution to account for the removal of the rotational nature of director elections.

(2)	The shareholders approved amending the 2016 Constitution to increase the maximum size of the Board of Directors to twelve members.

(3)	The shareholders approved amending the 2016 Constitution to revise the 2016 Constitution to account for changes in Singapore law.

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 2020 fiscal year and authorized the Company’s Board to fix its remuneration.

(3)	The shareholders approved a general authorization for the Company to allot and issue ordinary shares.

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

(5)	The shareholders approved the renewal of the Company’s share repurchase mandate relating to acquisitions by the Company of up to 20% of its issued ordinary shares as of the date of the Annual Meeting.

The Company’s Inspector of Elections certified the following vote tabulations for the Extraordinary Meeting:

							Broker Non-
	For		Against		Abstain		Votes
Amend the 2016 Constitution to remove the requirement that the Company’s directors retire by rotation and effect related changes to the 2016 Constitution to account for the removal of the rotational nature of director elections		409,722,417		1,169,832		141,231		28,663,757

							Broker Non-
	For		Against		Abstain		Votes
Amend the 2016 Constitution to increase the maximum size of the Board of Directors to twelve members		438,024,997		1,349,708		322,532		—

							Broker Non-
	For		Against		Abstain		Votes
Amend the 2016 Constitution to revise the 2016 Constitution to account for changes in Singapore law		410,628,967		193,073		211,440		28,663,757

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

Board of Directors:

							Broker Non-
Nominee	For		Against		Abstain		Votes
Revathi Advaithi		412,517,510		1,052,082		225,904		29,774,921
Michael D. Capellas		412,887,893		673,295		234,308		29,774,921
Jill A. Greenthal		401,234,002		12,329,388		232,106		29,774,921
Jennifer Li		224,426,583		189,124,000		244,913		29,774,921
Marc A. Onetto		411,702,752		1,810,412		282,332		29,774,921
Willy C. Shih		398,931,541		14,626,573		237,382		29,774,921
Charles K. Stevens, III		392,585,072		20,979,618		230,806		29,774,921
Lay Koon Tan		404,687,810		8,875,448		232,238		29,774,921
William D. Watkins		398,448,280		15,115,141		232,075		29,774,921
Lawrence A. Zimmerman		412,925,021		637,845		232,630		29,774,921

							Broker Non-
	For		Against		Abstain		Votes
Re-appointment of Deloitte & Touche LLP as independent auditors for the 2020 fiscal year and to authorize the Board of Directors to fix its remuneration		437,440,278		5,863,205		266,934		—

							Broker Non-
	For		Against		Abstain		Votes
General authorization for the Board of Directors to allot and issue ordinary shares		397,863,557		15,819,712		112,227		29,774,921

							Broker Non-
	For		Against		Abstain		Votes
Non-binding, advisory resolution relating to the compensation of the Company’s named executive officers		211,209,561		202,334,966		250,969		29,774,921

							Broker Non-
	For		Against		Abstain		Votes
Renewal of 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		403,135,025		9,768,832		891,639		29,774,921

Item 8.01

Other Events.

The Company announced that, in connection with the shareholder approval of the share purchase mandate to purchase up to 20% of the Company’s outstanding Ordinary Shares at the Annual Meeting, 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 $500 million. 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

3.1		Amendments to Constitution of the Registrant

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 23, 2019	By:	/s/ David P. Bennett
		Name:	David P. Bennett
		Title:	Senior Vice President and Chief Accounting Officer

EXHIBIT 3.1

The following amendments to the 2016 Constitution of Flex Ltd. were approved by the Company’s shareholders at the Extraordinary General Meeting of Shareholders held on August 20, 2019. For ease of reference, the full text of the Articles altered has been reproduced and the alterations highlighted. Additions are indicated by underlining and deletions are indicated by strikethroughs.

(1) Amendment to Article 54 of the 2016 Constitution

54. (A) Subject to the provisions of the Act the Company shall in each year hold an Annual General Meeting in accordance with the provisions of the Act in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.		Annual General Meeting.

(B)	All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

(C)	The time and place of any General Meeting shall be determined by the Directors.

(2) Amendment to Article 58 of the 2016 Constitution

58. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes:

Routine business.

(a)	Declaring dividends;

(b)	Reading, considering and laying the financial statements, the Directors' statement and Auditor's report, and other documents required to be attached to the financial statements;

(c)	Appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement ~~whether by rotation or otherwise~~; and

(d)

Appointing or re-appointing the Auditor and fixing the remuneration of the Auditor or determining the manner in which such remuneration is to be fixed.

(3) Amendment to Article 82 of the 2016 Constitution

82. Subject to the other provisions of Section 145 of the Act, the number of the Directors, all of whom shall be natural persons, shall not be less than two nor, unless otherwise determined by the Company in General Meeting, more than ~~eleven~~ twelve.

Number of Directors.

(4) Amendment to Article 90 of the 2016 Constitution

90. A Chief Executive Officer (or a person holding an equivalent position) who is a Director shall ~~not~~, while he continues to hold that office, be subject to retirement as the other Directors and, by rotation unless the Board of Directors determines otherwise at its sole discretion, at any time, and he shall not be taken into account in determining the number of Directors to retire by rotation but he shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other Directors of the Company ~~and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Chief Executive Officer (or hold such equivalent position)~~. A Chief Executive Officer who is also a Director shall not automatically cease as Chief Executive Officer if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be subject to the provisions of any contract between him and the Company.

Resignation, retirement and removal of the Chief Executive Officer.

(5) Amendment to Article 94 of the 2016 Constitution

94. At each Annual General Meeting ~~one-third~~ all of the Directors for the time being ~~(or, if their number is not a multiple of three, the number nearest to but not more than one-third)~~ shall retire from office by rotation. Provided, however, that no Director holding office as Chief Executive Officer (or an equivalent position) shall be subject to retirement by rotation unless otherwise determined in accordance with article 90 or be taken into account in determining the number of Directors to retire.

Retirement of Directors. ~~by rotation.~~

(6) Amendment to Article 95 of the 2016 Constitution

95. The Directors to retire in every year shall be those subject to retirement by rotation who have been longest in office since their last re-election or appointment. As between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election.

~~Selection of Directors to retire.~~ Retiring Director eligible for re-election.

(7) Amendment to Article 97 of the 2016 Constitution

97. In accordance with the provisions of Section 152 of the Act, the Company may by Ordinary Resolution of which special notice has been given remove any Director before the expiration of his period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director but without prejudice to any claim he may have for damages for breach of any such agreement. The Company in General Meeting may appoint another person in place of a Director so removed from office and any person so appointed shall be treated for the purpose of determining the time at which he or any other Director is to retire by rotation as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director. In default of such appointment, the vacancy so arising may be filled by the Directors as a casual vacancy.

Removal of Directors.

(8) Amendment to Article 100 of the 2016 Constitution

100. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with this Constitution. Any person so appointed by the Directors shall hold office only until the next Annual General Meeting and shall then be eligible for re-election, but shall not be taken into account in determining the number of Directors who are to retire by rotation at such Meeting.

Directors' power to fill casual vacancies and to appoint additional Director.

(9) Amendment to Article 116 of the 2016 Constitution

116. (A) Where the Company has a Seal, the ~~The~~ Directors shall provide for the safe custody of the Seal and the official seal for use abroad, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf.	Seal.

(B) Where the Company has a Seal, every ~~Every~~ instrument to which the Seal shall be affixed shall (subject to the provisions of this Constitution as to certificates for shares) be signed by a Director and shall be Countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.	Affixing Seal.

(C) Where the Company has a Seal, the ~~The~~ Company may exercise the powers conferred by the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors. For the avoidance of doubt, the affixation of the official seal need not comply with the signature requirements prescribed by article 116(B), and need only comply with the execution formalities prescribed under the Act.	Official seal.

(D) Where the Company has a Seal, the ~~The~~ Company may have a duplicate Seal as referred to in Section 124 of the Act which shall be a facsimile of the Seal with the addition on its face of the words "Share Seal".	Share Seal.