FLEX LTD. - DEF 14A

DEF 14A 1 lflex2021_def14a.htm FLEX LTD. - DEF 14A FLEX LTD. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934

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FLEX LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Message from
our CEO

“This year, we showed the power of our company, our culture, and our community working together to not just endure, but to make a difference.”

Revathi Advaithi

CEO

June 25, 2021

Dear fellow shareholder,

Over the past year, we have all witnessed unprecedented events and change that touched every person and every industry. In times of crisis, the understandable response is to focus on weathering the storm. I have long believed it is in the toughest situations that we find what we are truly made of, and the culture is tested and shines through. I am very proud of what we accomplished this year. We showed the power of our company, our culture, and our community working together to not just endure, but to make a difference.

As the world changed, Flex evolved and helped our customers succeed. When our customers urgently needed help to expand the global availability of critical medical devices, we delivered. When our customers needed to rapidly adapt digital infrastructure to support a tectonic shift in workloads to enable work and education from home, we delivered. As economies began to recover but were faced with new global supply chain and logistical disruptions, again we delivered.

We are certainly not immune to the impact of all these extraordinary events. It has been difficult, requiring great effort and sacrifice, but we have proved our resilience and adaptability. We did not stop there, however. Upholding our values, through it all, we supported our employees, their families and communities, particularly in geographies that were exceptionally impacted by COVID-19. Not losing sight of our longer-term responsibilities, we made significant progress on our environmental, social, and governance efforts, improving rankings and taking on new challenges.

I want to sincerely thank our Flex colleagues for their incredible dedication and contributions in not only getting us through this very unusual year but delivering our record financial results. Our Flex teams showed empathy and compassion as we helped each other navigate this very difficult pandemic. We saw our employees live our new values every day and strengthen our inclusive, high-performing culture through action. Our efforts to reinvigorate our culture are taking root and I believe we are on the right path to making our culture a key differentiator for Flex. I also want to thank our customers and suppliers for their trust and partnership and our shareholders who have stood by us and believe in the potential of Flex.

Staying focused in uncertain times

Last year, we outlined our Flex Forward strategy to align our purpose to make great products for our customers that create value and improve people’s lives. Flex touches many industries that are currently going through rapid evolution, which plays to our strengths and positions us to help our customers successfully navigate their dynamic environments.

From advanced medical and industrial solutions, to the electric-vehicle and autonomous mobility revolutions, the expansion of cloud and 5G communications, and to a whole new generation of technology and lifestyle convergence, our targeted markets are large, diverse and have strong, long-term secular drivers. To help our customers compete, we not only need to deliver on our current projects but also continue to be at the forefront of technology.

Real transformation is difficult in the best of times, but we persevered through the year, leading to progress across the four pillars of our strategy: improving our portfolio mix; continuing to build on our advanced technology and manufacturing capabilities; improving operational efficiency and execution; and adapting our systems to leverage the power of data and intelligence.

Our progress this year was validated through record results. In fiscal year 2021, we achieved record full year adjusted gross and operating margins, as well as record level adjusted earnings per share. We also generated the highest level of free cash flow in seven years. It is still early in our transformation; however, the trend is clear: Flex is executing well against its long-term strategy and delivering on our commitments to shareholders.

Taking a balanced approach

With approximately 160,000 employees at over 100 facilities in approximately 30 countries, taking a balanced stakeholder approach is an operational and moral imperative. It has long been foundational in Flex’s culture to be a leader in environmental, social, and governance issues, given the fact we produce so many diverse products and impact so many people around the world. Even while dealing with the day-to-day challenges of last year, we certainly did not lose sight of our long-term commitment to creating a sustainable future.

During extreme times such as we have seen over the last year, this meant making sure our employees and their families were safe both at work and at home. We initiated our Flex Guard mask production program at the beginning of the year, and, one year later, we’ve made over 100 million masks, keeping all of our employees covered daily, while also donating almost 22 million masks to families and local communities. Some of the situations that emerged this past year required even more urgent responses, such as sending care packages to employees’ homes to provide necessities in short supply during extreme lock-down events, or ensuring our employees and their families received the acute medical care they needed, despite chaotic regional outbreaks.

We also made progress this year on our goals to improve employees’ day-to-day lives and further their career development. We improved the flexibility and convenience of our health and wellness programs, adding additional on-site health centers in some of our major factories. We rolled out a new e-learning education platform to provide more opportunities for self and career betterment. We continued to expand our access to emotional and mental health programs and reinvigorated our employee resource groups (ERGs) as one of the initiatives to help promote a sense of belonging inside Flex.

Flex achieved a number of sustainability milestones this year, building on our nearly 20-year foundation. Flex was included for the second year in a row in the S&P Sustainability yearbook. Sustainalytics ranked Flex #1 in the electronics manufacturing sub-industry category, and we were ranked in the top 50 globally out of approximately 13,000 companies overall. We continued our progress in creating circular economy solutions, which has enabled our customers to improve their lifecycle management, and we developed new revenue streams to help further our sustainability progress.

Guided by our purpose and values, we introduced our new 2030 sustainability goals this year. Flex was accepted into the rigorous Science Based Targets initiative to dramatically lower green-house gas emissions. We set new targets for reducing waste and water usage by 2025. We will continue to improve employee safety and certify all of our manufacturing and logistics sites with ‘Responsible Business Alliance factory of choice’ status by 2025. We will also further expand employee training and wellness programs. A full list of our 2030 sustainability goals can be found on our company’s website.

Looking toward the future

We have outlined our strategy, made significant progress on improving operational efficiencies and systems, and improved our mix by winning and expanding into higher-value businesses and driven the right kind of growth where our capability is valued by customers. Over time, this strategy will continue to drive growth, improve margins, lead to strong cash flow generation, and grow shareholder value.

As I look to fiscal year 2022 and beyond, I remain very optimistic and confident in our future. While we recognize that there are near-term challenges (including global component and logistical issues and ongoing regional outbreaks of COVID-19), the underlying near and longer-term demand indicators remain strong.

The fundamentals in each of our target markets also remain favorable, as do general trends towards advanced outsourced manufacturing. Through multiple crises, companies are realizing the value of our global supply-chain and manufacturing capabilities. We continue to see increasing product complexity as a driver of our business, as many traditional industries strive to incorporate more features utilizing leading-edge technologies, including expanded capabilities around connectivity, data collection, and compute. We are experiencing new business wins as well as deepening relationships with current customers through the differentiation of our technology, global scale, talented workforce, experience and customer trust. These successes are creating a virtuous cycle that will continue to drive Flex forward.

There is certainly still more work to do, but this year’s progress is a testament to the potential of the Flex model and the strength of our culture. I believe in our strategy, I believe in our people, and I am excited to continue on our transformative path.

FLEX LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199002645H)

Wednesday

August 4, 2021

9:00 a.m., Pacific time

Flex Ltd.

6201 America Center Drive,

San Jose, CA 95002, U.S.A.

Vote via Internet at www.proxyvote.com

Vote by Mail Sign and return your proxy card in the postage-paid envelope

Vote in Person at the Meeting on August 4, 2021 at 9:00 a.m., Pacific time

Please refer to the enclosed proxy materials or the information forwarded by your bank or other holder of record to see which voting methods are available to you.

Notice

of Annual General
Meeting of Shareholders

To Be Held on August 4, 2021

To Our Shareholders:

You are cordially invited to attend, and notice is hereby given of, the annual general meeting of shareholders of Flex Ltd., which will be held at our offices located at 6201 America Center Drive, San Jose, CA 95002, U.S.A., at 9:00 a.m., Pacific time, on August 4, 2021, for the purposes summarized below and described in more detail in the accompanying proxy statement.

Special notice regarding COVID-19. The health and safety of our employees, shareholders, and community members is of utmost importance to us. In consideration of current public health concerns, we ask that you follow recommended guidance, mandates, and applicable executive orders from federal and state authorities, particularly as they relate to social distancing and attendance at public gatherings. If you are not feeling well or think you may have been exposed to COVID-19, we ask that you vote by proxy for the 2021 annual general meeting. Should further developments with the COVID-19 situation necessitate that we change any material aspects of the annual general meeting, we will make public disclosure of such changes. We thank you for your cooperation as we prioritize the safety of our community and our shareholders.

We urge you to read the entire proxy statement carefully before voting. Unless the context requires otherwise, references in this notice and the proxy statement to “Flex,” “the Company,” “we,” “us,” “our” and similar terms mean Flex Ltd. and its subsidiaries. Flex is incorporated under the Companies Act (Chapter 50) of Singapore, which we refer to as the “Singapore Companies Act” or the “Companies Act.”

2021 Proxy Statement 5

Important Notice Regarding Electronic Availability of Proxy Statement and Annual Report

We are pleased to furnish proxy materials to our shareholders on the Internet, as permitted by Securities and Exchange Commission rules. On or about June 25, 2021, we will mail to our shareholders (including all of our registered shareholders) a Notice of Availability of Proxy Materials on the Internet (referred to as the Notice) containing instructions on how to: (i) access the proxy statement and our annual report, (ii) submit their proxies via the Internet, and (iii) request a printed copy of our proxy materials.

Proxy Voting Matters

You may revoke your proxies at any time before they are voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

Voting Matters at the Annual General Meeting

We are asking shareholders to vote on five proposals at the meeting:

●	To re-elect all of our eleven Directors nominated for re-election (Proposal No. 1);
●	To approve the re-appointment of Deloitte & Touche LLP as our independent auditors for the 2022 fiscal year and to authorize the Board of Directors, upon the recommendation of the Audit Committee, to fix their remuneration (Proposal No. 2);
●	To approve, on a non-binding, advisory basis, our executive compensation (Proposal No. 3);
●	To approve a general authorization for the Board of Directors to allot and issue ordinary shares (Proposal No. 4); and
●	To approve a renewal of the Share Purchase Mandate permitting Flex to purchase or otherwise acquire its own issued ordinary shares (Proposal No. 5).

Resolutions Proposed for Shareholder Approval as Ordinary Business

Each of the resolutions proposed for approval by our shareholders is as follows:

1.	To re-elect each of the following Directors, who will retire pursuant to Article 94 of our Constitution, to the Board of Directors:

	(a)	Revathi Advaithi;
	(b)	Michael D. Capellas;
	(c)	John D. Harris II;
	(d)	Michael E. Hurlston;
	(e)	Jennifer Li;
	(f)	Erin L. McSweeney;
	(g)	Marc A. Onetto;
	(h)	Willy C. Shih, Ph.D.;
	(i)	Charles K. Stevens, III;
	(j)	Lay Koon Tan; and
	(k)	William D. Watkins.

2.	To consider and vote upon a proposal to re-appoint Deloitte & Touche LLP as our independent auditors for the fiscal year ending March 31, 2022, and to authorize our Board of Directors, upon the recommendation of the Audit Committee of the Board of Directors, to fix their remuneration.

2021 Proxy Statement 6

Resolutions Proposed for Shareholder Approval as Special Business

Each of the resolutions proposed for approval by our shareholders is shown below:

To consider and vote on the following non-binding, advisory resolution:

“RESOLVED THAT, the shareholders of Flex approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis and the compensation tables and related disclosures contained in the section of the accompanying proxy statement captioned ‘Executive Compensation’.”

This resolution is being proposed to shareholders as required pursuant to Section 14A of the U.S. Securities Exchange Act of 1934, as amended. The shareholders’ vote on this resolution is advisory and non-binding in nature, will have no legal effect and will not be enforceable against Flex or its Board of Directors.

4.	To pass the following resolution as an Ordinary Resolution:
	“RESOLVED THAT, pursuant to the provisions of Section 161 of the Singapore Companies Act, Cap. 50, but subject otherwise to the provisions of the Singapore Companies Act, Cap. 50 and our Constitution, authority be and hereby is given to our Directors to:

(a)	(i)	allot and issue ordinary shares in our capital (“Ordinary Shares”); and/or
	(ii)	make or grant offers, agreements, options, performance shares, performance units, restricted share units, or other compensatory equity awards, that might or would require Ordinary Shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments convertible into Ordinary Shares),
	at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution of the Company; and
(b)	(notwithstanding that the authority conferred by this resolution may have ceased to be in force) allot and issue Ordinary Shares in pursuance of any offer, agreement, option, performance share, performance unit, restricted share unit, or other compensatory equity award, made or granted by our Directors while this resolution was in force,
	and unless revoked or varied by the Company in general meeting, that such authority shall continue in force until (i) the conclusion of our next annual general meeting or (ii) the expiration of the period within which our next annual general meeting is required by law to be held, whichever is the earlier.”

5.	To pass the following resolution as an Ordinary Resolution:
	“RESOLVED THAT:

(a)	for the purposes of Sections 76C and 76E of the Singapore Companies Act, Cap. 50, the exercise by our Directors of all of our powers to purchase or otherwise acquire issued Ordinary Shares in the capital of the Company not exceeding in aggregate the number of issued Ordinary Shares representing 20% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this resolution (excluding treasury shares and any Ordinary Shares which are held by our subsidiary under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
	(i)	market purchases on the Nasdaq Global Select Market or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted; and/or
	(ii)	off-market purchases (if effected other than on the Nasdaq Global Select Market or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Singapore Companies Act, Cap. 50,
	and otherwise in accordance with all other laws and regulations and rules of the Nasdaq Global Select Market or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted as may be applicable, be and hereby is authorized and approved generally and unconditionally;
(b)	unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the mandate contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:
	(i)	the date on which our next annual general meeting is held; or
	(ii)	the date by which our next annual general meeting is required by law to be held;

2021 Proxy Statement 7

(c)	the maximum purchase price (excluding brokerage commission, applicable goods and services tax, and other related expenses) that may be paid for an Ordinary Share purchased or acquired by us pursuant to the mandate contained in paragraph (a) above, shall not exceed:
	(i)	in the case of a market purchase of an ordinary share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the Nasdaq Global Select Market or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, or shall not exceed any volume weighted average price, or other price determined under any pricing mechanism, permitted under SEC Rule 10b-18, at the time the purchase is effected; and
	(ii)	in the case of an off-market purchase pursuant to an equal access scheme, at a premium of up to but not greater than 5 percent above the average of the closing price per Ordinary Share over the five trading days before the day on which the purchases are made; and

(d)	our Directors, acting independently or individually, be and hereby are authorized to complete and do all such acts and things (including executing such documents as may be required) as such Director(s) may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this resolution.”

Notes

Singapore Financial Statements

At the 2021 annual general meeting, our shareholders will have the opportunity to discuss and ask any questions that they may have regarding our Singapore audited financial statements for the fiscal year ended March 31, 2021, together with the directors’ statement and auditors’ report thereon, in compliance with Singapore law. Shareholder approval of our audited financial statements is not being sought by the accompanying proxy statement and will not be sought at the 2021 annual general meeting.

Eligibility to Vote at Annual General Meeting

Receipt of Notice. The Board of Directors has fixed the close of business on June 9, 2021 as the record date for determining those shareholders of the Company who are entitled to receive copies of this notice and accompanying proxy statement. However, all shareholders of record on August 4, 2021, the date of the 2021 annual general meeting, will be entitled to vote at the 2021 annual general meeting.

Quorum

Representation of at least 33-1/3% of all outstanding Ordinary Shares of the Company is required to constitute a quorum to transact business at a general meeting of our shareholders.

Proxies

A shareholder entitled to attend and vote at the 2021 annual general meeting is entitled to appoint a proxy to attend and vote on the shareholder’s behalf. A proxy need not also be a shareholder. Even if you plan to attend the meeting, we encourage you to vote promptly. You may vote your shares through one of the methods described in the enclosed proxy statement. A proxy card submitted by mail must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time appointed for holding the 2021 annual general meeting. Please review the instructions on the proxy card and notice of availability of proxy materials regarding the submission of proxies via the Internet, which provide, among other things, for the transmission of voting instructions up until 11:59 p.m. Eastern Time the day before the meeting. You may revoke your proxy at any time before it is voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

2021 Proxy Statement 8

Disclosure Regarding Share Purchase Mandate Funds

Only funds legally available for purchasing or acquiring our issued Ordinary Shares in accordance with our Constitution and the applicable laws of Singapore will be used by us to purchase or acquire our own issued Ordinary Shares pursuant to the proposed renewal of the Share Purchase Mandate referred to in this notice. We intend to use our internal sources of funds and/ or borrowed funds to finance the purchase or acquisition of our issued Ordinary Shares. The amount of financing required for us to purchase or acquire our issued Ordinary Shares, and the impact on our financial position, cannot be ascertained as of the date of this notice, as these will depend on, among other things, the number of Ordinary Shares purchased or acquired, the price at which such Ordinary Shares are purchased or acquired, and whether the Ordinary Shares purchased or acquired are held in treasury or cancelled. Our net tangible assets and the consolidated net tangible assets of the Company and its subsidiaries will be reduced by the purchase price (including any expenses) of any Ordinary Shares purchased or acquired and cancelled or held as treasury shares. We do not anticipate that the purchase or acquisition of our Ordinary Shares in accordance with the Share Purchase Mandate would have a material impact on our financial condition and cash flows.

Personal Data Privacy

By submitting an instrument appointing a proxy or representative to attend, speak and vote at the 2021 annual general meeting and any adjournment thereof, a shareholder of the Company (i) consents to the collection, use and disclosure of the shareholder’s personal data by us (or our agents or service providers) so we (or our agents or service providers) can process, administer and analyze proxies and representatives appointed for the 2021 annual general meeting (including any adjournment thereof) and prepare and compile the attendance lists, minutes and other documents relating to the 2021 annual general meeting (including any adjournment thereof), and in order for us (or our agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations or guidelines (collectively, the “Purposes”), (ii) warrants that where the shareholder discloses the personal data of the shareholder’s proxy or representative to us (or our agents or service providers), the shareholder has obtained the prior consent of such individual for the collection, use and disclosure by us (or our agents or service providers) of such personal data for the Purposes, and (iii) agrees that the shareholder will indemnify us in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder’s breach of warranty.

By order of the Board of Directors,

Tay Hong Chin Regina

Company Secretary
Singapore

June 25, 2021

You should read the entire proxy statement carefully before you return your proxy card or otherwise submitting your proxy appointment through electronic communications in the manner set out in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual General Meeting of Shareholders to Be Held on August 4, 2021. This notice of the annual general meeting and the accompanying proxy statement and our annual report to shareholders are available on our website at https://investors.flex.com/financials.

2021 Proxy Statement 9

Table of Contents

Proxy Statement Summary	12
Sustainability	18
Corporate Governance	24
Board of Directors	24
Board Leadership Structure	24
Attendance and Meetings	24
Director Independence	25
Director Candidates	25
Board’s Role in Risk Oversight	26
Board Evaluations	27
Succession Planning	27
Board Committees	27
Director Education	29
Stakeholder Engagement and Outreach	30
Corporate Governance Policies	31
Shareholder Communications with our Board of Directors	31
Fiscal Year 2021 Non-Management Directors’ Compensation	32
Non-Employee Director Compensation Program	32
Fiscal Year 2021 Annual Compensation	33
Fiscal Year 2021 Equity Compensation	33
Compensation for the Non-Employee Chair of the Board	34
Director Share Ownership Guidelines	34
Director Summary Compensation in Fiscal Year 2021	34
Treatment of Unvested Restricted Share Unit Awards upon a Change of Control	35
Proposals to be Considered at the 2021 Annual General Meeting of Shareholders	36
Proposal No. 1: Re-election of Directors	36
Nominees to our Board of Directors	36
Qualifications of Nominees	37
Proposal No. 2: Re-Appointment of Independent Auditors for Fiscal Year 2022 and Authorization of our Board to Fix Their Remuneration	43
Principal Accountant Fees and Services	43
Audit Committee Pre-Approval Policy	43
Message from the Audit Committee	44
Audit Committee Report	44
Proposal No. 3: Non-Binding, Advisory Resolution on Executive Compensation	46
Message from the compensation and People Committee	46
Compensation and People Committee Report	46
Compensation Discussion and Analysis	47
Introduction	47
Executive Summary	47
Compensation Philosophy	53
Compensation-Setting Process and Decisions for Fiscal Year 2021	54
Fiscal Year 2021 Executive Compensation	57
Benefits	64
Compensation Arrangements for Mr. Lundstrom	66
Termination and Change of Control Arrangements	67
Executive Share Ownership Guidelines	69
Executive Incentive Compensation Recoupment Policy	69
Hedging and Pledging Policy	69
Compensation Risk Assessment	70
Executive Compensation	71
Summary Compensation Table	71
Grants of Plan-Based Awards in Fiscal Year 2021	73
Outstanding Equity Awards at 2021 Fiscal Year-End	74
Shares Vested in Fiscal Year 2021	75
Pension Benefits in Fiscal Year 2021	75
Nonqualified Deferred Compensation in Fiscal Year 2021	75
Nonqualified Deferred Compensation Table	76
Potential Payments Upon Termination or Change of Control	76
Potential Payments Upon Termination or Change of Control as of March 31, 2021	78
CEO Pay Ratio	81
Proposal No. 4: Ordinary Resolution to Authorize Ordinary Share Issuances	82
Proposal No. 5: Ordinary Resolution to Renew the Share Purchase Mandate	83
Limit on Allowed Purchases	83
Duration of Share Purchase Mandate	84
Manner of Purchases or Acquisitions of Ordinary Shares	84
Purchase Price	84
Treasury Shares	84
Sources of Funds	85
Status of Purchased or Acquired Ordinary Shares	85
Financial Effects	85
Rationale for the Share Purchase Mandate	86
Take-Over Implications	86
Information about our Executive Officers	87
Equity Compensation Plan Information	88
Security Ownership of Certain Beneficial Owners and Management	89
Certain Relationships and Related-Person Transactions	91
Review of Related-Person Transactions	91
Transactions with Related-Persons	91
Shareholder Proposals for the 2022 Annual General Meeting	92
Incorporation of Certain Documents by Reference	92
Singapore Statutory Financial Statements	92
Other Matters	93
Electronic Delivery of our Shareholder Communications	93
Information About the Meeting	93
Voting Rights and Solicitation of Proxies	93
Annex A: Reconciliation of GAAP to Non-GAAP Financial Measures Flex Ltd Reconciliation of GAAP to Non-GAAP Financial Measures	A-1

2021 Proxy Statement 11

Back to Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the proxy statement carefully before voting. For more complete information regarding the Company’s 2021 fiscal year performance, please review the Company’s 2021 Annual Report. For additional information regarding voting rights and proxy solicitation, please see “Other Matters” on page 93.

Voting Matters at the Annual General Meeting

Proposal		Recommendation		Page Reference
1.	Re-election of directors		FOR each nominee	36
2.	Re-appointment of Deloitte & Touche LLP		FOR	43
3.	Advisory vote on executive compensation		FOR	46
4.	General authorization to allot and issue ordinary shares		FOR	82
5.	Authorization to repurchase ordinary shares		FOR	83

How to Cast Your Vote

Each Ordinary Share is entitled to one vote for each director nominee and one vote for each of the other proposals. Your vote is important to us, and we encourage you to vote using one of these methods:

Vote in
Person
at the
Meeting

If you are a beneficial holder and hold your shares through a bank, broker, or other nominee, you must request a “legal proxy” from the nominee in order to vote at the meeting. You will find instructions on how to request a “legal proxy” at www.proxyvote.com.

Vote via
Internet

at www.proxyvote.com

Follow the instructions on your Notice. If you are a beneficial holder and hold your shares through a bank, broker, or other nominee, your nominee may not permit you to vote online.

Vote by
Mail

Sign and return your proxy card. If you do not have a proxy card, you can request one by contacting us at:

Flex Ltd.
6201 America Center Drive
San Jose, California 95002
(408) 577-4632

2021 Proxy Statement 12

Back to Contents

Sustainability Highlights (pg. 18)

We strive to make a lasting positive impact for our employees, customers and shareholders and aim to follow social and environmental practices that make our partners and shareholders proud. Our efforts have been widely recognized, garnering awards for sustainability including being named one of the World’s Most Admired Companies and inclusion in S&P Global’s Sustainability Yearbook. Below are some highlights of our sustainability practices.


	2030 Sustainability Goals	We established new sustainability goals through 2030 against a refreshed framework centered on our world, our people and our approach spanning several pillars.

	Science Based Targets initiative	We joined the Science Based Targets initiative (SBTi), the global movement of leading companies working to reach the Paris Agreement’s goal of limiting global temperature rise, setting ambitious goals, including a commitment to cut operational emissions in half by 2030.

	Inclusion and Diversity	We re-committed to our mission to provide a safe environment with growth opportunities for our employees to prosper by establishing clear inclusion and diversity goals and investing in supporting initiatives. As of March 31, 2021, approximately 44% of our global workforce was female and 27% of our Board of Directors were female.

	Flex Foundation	We partnered with nonprofit organizations, community leaders and governments to promote inclusive and sustainable economic growth, employment, and decent work for all through grants, corporate and employee donations, and volunteerism. In calendar year 2020, our Flex Foundation donated $1.5 million in grants to support COVID-19 relief efforts and associations that support ethnic and cultural minorities around the globe.

Corporate Governance Highlights (pg. 24)

Flex strives for excellence in corporate governance practices, which we recognize is fundamental to maintaining the trust of our shareholders, customers, and employees. Flex’s management and Board of Directors, continually evaluate processes and implement procedures designed to maintain strong governance and operational standards. Below are some highlights of our corporate governance practices.


	Diverse Directors	We purposefully elect directors with diverse backgrounds and skillsets to best oversee the management of Flex.

	Refreshed Board	We continuously evaluate the composition of the Board. Five new directors have joined Flex in the past three years. Our average tenure is approximately five years.

	Environmental, Social, Governance Oversight	We regularly assess our corporate governance structure to ensure comprehensive oversight of Flex’s management, practices, and operations. This year we increased the number of ESG updates to the Board and its committees and supplemented the Board’s areas of oversight to include human capital management and diversity strategy and initiatives.

	Shareholder Outreach	We value the input and engagement of our shareholders. As part of our commitment to our shareholders, we maintain an annual outreach program with participation from management and directors. During fiscal year 2021, we proactively contacted twenty firms representing approximately 74% of our share voting power and members of management and our Board chair held discussions with holders of approximately 32% of our share voting power.

2021 Proxy Statement 13

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Board Nominees (pg. 36)

The following table provides summary information about each nominee standing for re-election to the Board. All directors, excluding Ms. Advaithi, are independent.

Name	Principal Occupation	Committee Memberships	Director Since	Number of Additional Public Company Boards
Revathi Advaithi	CEO, Flex Ltd.	None	2019	1
Michael D. Capellas Board Chair	Principal, Capellas Strategic Partners	Nominating and Corporate Governance	2014	2

SEC Form DEF 14A filed by Flex Ltd.