Flex Ltd. · NASDAQ:FLEX
Flex — Flextronics International — Shareholder Meeting (July 2009)
10 slides from Flex's shareholder meeting presentation, Jul 1, 2009
Slide 1: Option Exchange Program - Investor Presentation
Design. Build. Ship. Service. Design. Build. Ship. Service. Option Exchange Program - Investor Presentation Shareholder Meeting Date: Monday, July 13, 2009
Slide 2: Proposed Flextronics Exchange Program
Design Feature Proposed Program Type of Program Option for option exchange Participation All option holders eligible, except: Board members, CEO, CFO and all other Section 16 officers Employees in certain international locations Employees with options priced below $10 Price Floor $10 or 52-week high
Slide 3: Rationale
Rationale EMS industry has been significantly impacted by worldwide economic downturn As a result, 100% of outstanding options granted prior to December 2008 are under water Underwater options are a "sunk" cost with no corresponding benefit or value Flextronics has implemented aggressive cost reduct
Slide 4: Proposed program would be compliant with U.S. ISS guidelines
Proposed program would be compliant with U.S. ISS guidelines RiskMetrics (ISS) Criteria Flextronics Proposed Design Members of the Board of Directors and Named Executive Officers excluded Meets Criteria Exchange ratios return no more value in new awards compared to those that are tendered (per ISS m
Slide 5: Program is Value Neutral - additional information regarding exchange ratios
Program is Value Neutral - additional information regarding exchange ratios As a result of this information, Glass Lewis has revised their earlier position and now recommends voting "FOR" the plan Option Exchange Replaces the Annual Focal Grant for Eligible Employees in the Option Exchange Program H
Slide 6: Appendix
Appendix FLEXTRONICS | besign. Buia. ship. service
Slide 7: Equity Overhang Impact
Equity Overhang Impact Flextronics' overhang, both issued and total, upon completion of the option exchange will be below the 50th percentile of its identified peer companies Definition Issued Equity Overhang (Basic) Total options and restricted stock outstanding divided by total common shares issue
Slide 8: Comparison of Flextronics Program Versus Other Large Technology Companies
Comparison of Flextronics Program Versus Other Large Technology Companies That Have Been Approved Design Flextronics eBay Google Intel Motorola Meeting Date July 13, 2009 (EGM) April 29, 2009 N/A May 20, 2009 May 4, 2009 Approved by Shareholders TBD Yes N/A Yes Yes Type of Program Options for Option
Slide 9: Comparison of Flextronics Program Versus Other Companies
Design Flextronics AMD Fairchild Semi NetApp Starbucks Meeting Date July 13, 2009 (EGM) May 7, 2009 May 6, 2009 April 21, 2009 (EGM) March 18, 2009 Approved by Shareholders TBD Yes Yes Yes Yes Type of Program Options for Options Options for Options Options for RSUs Options for RSUs Options for Optio
Slide 10: Thank you for your consideration
Thank you for your consideration Option Exchange Program
Flextronics International — Shareholder Meeting (July 2009) on 6ix