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): June 2, 2008
FLEXTRONICS INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
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| Singapore
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0-23354
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Not Applicable |
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(Commission File Number)
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(IRS Employer Identification No.) |
| incorporation) |
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| One Marina Boulevard, # 28-00, Singapore
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018989 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Executive Compensation
Compensation for Michael McNamara (Chief Executive Officer)
On June 2, 2008, the Board approved an annual base salary for Mr. McNamara of $1,250,000 for
fiscal year 2009. In addition, Mr. McNamara will participate in the Company’s annual incentive
bonus plan and three-year cash incentive bonus plan and was awarded restricted stock units and
stock options under the Company’s stock incentive plans. The Board also approved a special
performance bonus of $1,200,000 for fiscal year 2008.
Three-Year Cash Incentive Bonus Plan
On June 2, 2008, the Board approved the Company’s three-year cash incentive bonus plan. The
plan provides its executive officers with the opportunity to earn threshold, target and maximum
bonuses based upon the achievement of three-year compounded annual EPS growth rates. Maximum cash
bonuses are $4,000,000 for the Chief Executive Officer, $1,250,000 for the Chief Financial Officer
and either $625,000 or $500,000 for other executive officers participating in the plan. Bonuses
only will be payable to executives who remain employed when the bonuses become payable after fiscal
year 2011. If the Company fails to achieve a threshold performance level, no bonuses will be
awarded. For purposes of determining achievement of performance levels, the three-year cash
incentive bonus plan uses adjusted, non-GAAP diluted earnings per share.
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