FLEX LTD. Item 5.07 Submission of Matters to a Vote of Security Holders
OnAugust 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-appointedDeloitte & 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
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Broker
For Against Abstain Non-Votes
Non-binding, advisory resolution 377,140,921 15,716,527 220,074 26,444,514
relating to
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.
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