Not independent
Tenure on this board
7.4 yrs
Also a director at
Uber Technologies Inc (UBER)
9 nominees · 5 ballot items.
Re-elect nine directors; re-appoint Deloitte & Touche LLP as independent auditors and authorize Board to fix remuneration; approve, on a non-binding advisory basis, executive compensation (say-on-pay); approve general authorization to allot and issue ordinary shares (20% cap); approve renewal of Share Purchase Mandate to repurchase up to 20% (or higher if Minister approves) of issued shares.
Re-elect nine incumbent directors to the Board as required by Article 94 of the Company’s Constitution.
Re-appoint Deloitte & Touche LLP as Flex’s independent registered public accounting firm for fiscal 2027 and authorize the Board, on recommendation of the Audit Committee, to fix their remuneration.
This management proposal requests shareholder approval to re-appoint Deloitte & Touche LLP as Flex’s independent auditors for fiscal year 2027 and to authorize the Board, upon Audit Committee recommendation, to set their remuneration. Management and the Audit Committee state that Deloitte has served as Flex’s auditor since 2002 and that Deloitte has disclosed no material financial interests that would impair independence. The Audit Committee pre-approves audit and permissible non-audit services and monitors fees; fiscal 2026 fees included incremental services related to the planned spin-off. The board recommends a vote FOR based on auditor tenure, audit committee oversight of independence and pre-approval policies, and the firm’s experience with Flex’s financials and transactions including the spin-off.
An advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal is an annual, non-binding advisory (“say-on-pay”) vote asking shareholders to approve NEO compensation as disclosed in the CD&A and compensation tables. Management frames its program as pay-for-performance with substantial at-risk compensation (e.g., PSUs, RSUs, bonus plan tied to adjusted OP, adjusted FCF, revenue) and governance features (clawback policy, share ownership guidelines, no hedging/pledging). The Compensation Committee considers shareholder feedback and retained an independent advisor; the board recommends FOR to reaffirm alignment with shareholders and to inform future compensation decisions, though the vote is non-binding.
Grant Board authority under Section 161 of the Singapore Companies Act to allot and issue up to 20% of issued Ordinary Shares and to make or grant instruments (including equity awards) that may require issuance, valid until the next AGM or statutory period.
This management proposal seeks shareholder approval to authorize the Board to issue up to 20% of issued Ordinary Shares and to grant instruments (including equity awards and convertible securities) that may require issuance. Management seeks this authority to retain flexibility for strategic transactions, employee equity compensation, and capital raising without requiring ad hoc shareholder approvals. The proposal outlines limits (20% cap) and duration (until next AGM or statutory deadline). The Board recommends FOR, arguing the mandate aligns Flex with peer companies and avoids delays in executing strategic actions while preserving Nasdaq listing protections and requiring compliance with Singapore law and the Company’s Constitution. Approval could dilute existing holders but is standard for Singapore-incorporated Nasdaq companies and is justified by operational and strategic needs.
Renew authorization permitting Flex to purchase or otherwise acquire its own issued Ordinary Shares up to 20% (or up to 35% if Minister prescribes) of issued shares, with specified pricing and procedural limits.
This management proposal requests shareholder approval to renew Flex’s share repurchase mandate allowing the Board to repurchase up to 20% of issued shares (or higher if Minister for Finance approves), with safeguards including pricing limits, permissible purchase methods (market and off-market equal access schemes), solvency requirements, and limits on treasury holdings. Management argues the mandate provides capital allocation flexibility to return capital, offset dilution, and manage capital structure; it notes repurchases will use legally available funds and will be executed only if in shareholders’ best interests. The Board recommends FOR, noting past repurchases and that the mandate may be suspended or terminated at any time and that repurchases may trigger take-over implications under Singapore law for certain shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRIMECAP MANAGEMENT CO/CA/ | 6.9% | 25,383,448 | $1.7B |
| 2 | BlackRock, Inc. | 5.8% | 21,308,969 | $1.4B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 19,333,535 | $1.3B |
| 4 | JANUS HENDERSON GROUP PLC | 4.8% | 17,748,594 | $1.2B |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 16,497,878 | $1.1B |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 4.0% | 14,486,907 | $948M |
| 7 | STATE STREET CORP | 3.9% | 14,272,824 | $934M |
| 8 | FMR LLC | 3.8% | 13,784,163 | $902M |
| 9 | BlackRock, Inc. | 3.2% | 11,676,370 | $764M |
| 10 | Boston Partners | 2.6% | 9,460,225 | $621M |
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