Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On January 26, 2022, Patrick J. Ward was appointed to the Company's Board of
Directors and as a member of the Audit Committee. Mr. Ward joined the Board as
an independent director. There is no arrangement or understanding between Mr.
Ward and any other person pursuant to which Mr. Ward was appointed as a
director. Furthermore, Mr. Ward has no related-party transactions reportable
under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K and there are no
financial, organizational, or familial affiliations between Mr. Ward and the
Company. The Board has also determined that Mr. Ward qualifies as an "audit
committee financial expert" as that term is defined by the applicable Securities
and Exchange Commission regulations and the Nasdaq listing rules.
Pursuant to the Company's non-management directors' compensation programs, Mr.
Ward will be entitled to receive: (i) annual cash compensation of $105,000,
payable quarterly in arrears, for services rendered as a director and member of
the Audit Committee; (ii) a pro-rated share of the annual restricted stock unit
award received by our non-management directors following the last annual general
meeting; and (iii) an annual restricted stock unit award following each annual
general meeting of shareholders having an aggregate fair market value of
$185,000. The foregoing description of the Company's non-management directors'
compensation program is qualified by reference to the description included in
the definitive proxy statement for the Company's 2021 Annual General Meeting,
which was filed with the Securities and Exchange Commission on June 26, 2021.
The Company's Constitution provides that, subject to the Singapore Companies
Act, every director shall be entitled to be indemnified by the Company against
all costs, charges, losses, expenses and liabilities incurred by such person in
the execution and discharge of such person's duties or in relation thereto. Our
directors are covered by indemnification agreements with the Company and a
wholly-owned subsidiary which provide for indemnification to the maximum extent
permitted by applicable law. The Company has also obtained a policy of
directors' and officers' liability insurance that will insure directors against
the costs of defense, settlements and judgments in connection with proceedings
in which our directors are involved by reason of having served as directors or
agents of the Company.
On January 27, 2022, the Company issued a press release announcing the
appointment of Mr. Ward, a copy of which is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Press release, dated Ja nuary 2 7 , 202 2 , issued by
99.1 Flex Ltd.
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