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):  July 22, 2011

 


 

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.)

 

No. 2 Changi South Lane, Singapore

(Address of principal executive offices)

 

486123

(Zip Code)

 

Registrant’s telephone number, including area code: (65) 6890-7188

 

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))

 

 

 



 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On July 22, 2011, Flextronics International Ltd. (the “Company”) held its 2011 Annual General Meeting of Shareholders (“Annual Meeting”) followed by an Extraordinary General Meeting of Shareholders (“Extraordinary Meeting”).  There were 749,218,813 ordinary shares entitled to be voted and 683,568,442 ordinary shares were voted in person or by proxy at the Annual Meeting and 683,550,301 ordinary shares were voted in person or by proxy at the Extraordinary Meeting. At the Annual Meeting:

 

(1)          The shareholders re-elected the two (2) nominees for directors.

 

(2)          The shareholders re-appointed Deloitte & Touche LLP as the Company’s independent auditors for the 2012 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 changes to the cash compensation payable to the Company’s non-employee directors and the Chairman of the Board.

 

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

 

(6)     The shareholders approved, on a non-binding advisory basis, “1 Year” as their preferred frequency for holding future advisory votes on executive compensation.

 

At the Extraordinary Meeting, the shareholders approved the renewal of the Company’s share purchase mandate relating to acquisitions by the Company of its own issued ordinary shares.

 

The Company’s inspector of election certified the following vote tabulations:

 

Board of Directors:

 

 

 

 

 

 

 

Broker Non-

 

Nominee

 

For

 

Against

 

Abstain

 

Votes

 

Robert L. Edwards

 

615,168,812

 

5,784,883

 

181,589

 

62,433,158

 

Daniel H. Schulman

 

561,508,461

 

59,445,509

 

181,314

 

62,433,158

 

 

 

 

 

 

 

 

 

 

Broker Non-

 

 

 

For

 

Against

 

Abstain

 

Votes

 

Re-appointment of independent auditor

 

680,383,768

 

2,996,344

 

188,330

 

 

 

 

 

 

 

 

 

 

 

Broker Non-

 

 

 

For

 

Against

 

Abstain

 

Votes

 

Allot and issue ordinary shares

 

582,353,576

 

38,480,507

 

301,201

 

62,433,158

 

 

 

 

 

 

 

 

 

 

Broker Non-

 

 

 

For

 

Against

 

Abstain

 

Votes

 

Cash compensation payable to non-employee directors and the Chairman of the Board

 

614,471,901

 

6,244,713

 

418,664

 

62,433,158

 

 

 

 

 

 

 

 

 

 

Broker Non-

 

 

 

For

 

Against

 

Abstain

 

Votes

 

Advisory vote on Executive Compensation

 

456,399,010

 

164,315,922

 

420,352

 

62,433,158

 

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Advisory vote on frequency of holding future advisory votes on Executive Compensation

 

605,896,758

 

529,799

 

14,352,940

 

355,787

 

 

 

 

 

 

 

 

 

 

Broker Non-

 

 

 

For

 

Against

 

Abstain

 

Votes

 

Renewal of share purchase mandate

 

620,113,897

 

572,933

 

448,454

 

62,415,017

 

 

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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:

July 27, 2011

By:

/s/ Jonathan S. Hoak

 

Name:

Jonathan S. Hoak

 

Title:

Senior Vice President and General Counsel

 

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