DEF 14A 1 lflex2022_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

Filed by the Registrant

Filed by a party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

FLEX LTD.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Message from
our CEO

“We have so much to be proud of for what we have accomplished and are excited about the journey ahead.”

Revathi Advaithi

CEO

June 30, 2022

Dear fellow shareholders and colleagues,

We have been through another year of the pandemic as the world grappled with the ongoing health and humanitarian crisis that caused so much hardship to many across the globe. Even amid this crisis, my Flex colleagues delivered for our customers and supported each other and their communities with tenacity and empathy. We have so much to be proud of for what we have accomplished and are excited about the journey ahead.

This year, we expanded our position in critical markets, demonstrated strong financial discipline and execution, and continued to invest in our businesses for sustainable growth and margin expansion. We strengthened our partnerships with our customers and suppliers as we navigated through the dynamic supply chain and Covid-19 environments. In addition, we further advanced our sustainability and governance agendas and implemented initiatives to cultivate a high-performing and inclusive culture.

For our fiscal year 2022, the second year of our Flex Forward long-term strategy, we returned to growth, achieving 7.9% in revenue growth, and reached several record financial milestones:

	•	4.5% full-year adjusted operating margin
	•	$1.96 adjusted EPS and $1.94 GAAP basis EPS
	•	$686 million in stock buybacks

Our progress

We improved our mix, growing our Reliability segment revenue by 12%, which increased the segment by 2% of our total revenue. Our Agility segment revenue grew 4% this year and achieved record operating margins of 4.3%.

We have invested in manufacturing technology to maintain our leadership position in advanced manufacturing and leveraged our supply chain know-how to help our customers navigate the logistics challenges and the ongoing supply shortages. Our global footprint has enabled our customers to place their manufacturing closer to end markets, making their supply chains more resilient and increasingly more sustainable.

See Annex A to our proxy statement for a reconciliation of non-GAAP and GAAP financial measures.

In recognition of our progress, we are honored to have recently been recognized with three Manufacturing Leadership Awards for outstanding leadership and achievements in Enterprise Integration and Technology, Operational Excellence, and Sustainability and Circular Economy. Flex was also admitted into the World Economic Forum Global Lighthouse Network this year, starting with our Althofen facility. This achievement is a testament to our industry 4.0 capabilities that help our customers design, build, and deliver at scale. These advanced factories enable our customers to manufacture their products in regions close to their customers, more cost-effectively and with high quality.

In support of our long-term strategy to increase our technology capability and expand our portfolio of higher-margin solutions, this year, we also completed the acquisition of Anord Mardix, a global leader in critical power solutions. The addition adds to our technology portfolio of power products, expands our offerings in the hyperscale cloud market, and creates cross-selling opportunities with our core data center business.

We also progressed on our Nextracker business, a valuable part of our portfolio. We believe the right way to unlock the full value of Nextracker long-term is for it to operate as an independent company, and we continue to have a confidential S1 on file. This year, we announced an important partnership with TPG Rise Climate, TPG, Inc’s dedicated renewables and climate fund for our Nextracker business. This partnership is an important step in unlocking significant value.

Our opportunity

Looking ahead, we see Flex continuing to grow and increasing our strategic value in the industry. As we recently discussed at our Investor and Analyst Day meeting, we see demand for global, advanced manufacturing and outsourcing growing for the next several years and beyond. This growth is driven by large, macro trends, including the digitization of everything, regionalization, and sustainability requirements. These trends are complex and make it harder for companies to manage on their own. More than ever, leading brands are looking for outsourcing partners to help them navigate these complex challenges and increase their competitive advantage.

Many secular trends are also accelerating growth in various industries and markets. Whether it is 5G infrastructure, renewable energy, automation, electrification, hyperscale cloud, smart living, and more, these growth drivers are impacting most of the industries we serve. Our domain expertise combined with our full suite of manufacturing and supply chain capabilities positions us well to address these secular trends and help our customers effectively compete in these markets.

Flex is one of the few global companies well-positioned to address these macro and secular trends and give them new ways to differentiate. Our vast experience in manufacturing advanced electronics and integration, combined with a full suite of manufacturing capabilities and services, enables our customers to manufacture at scale and bring differentiated products to market anywhere in the world. Our global manufacturing, logistics, and service locations allow our customers to address the need for resilient supply chains and bring their production closer to their end customers. As customer demands for greener products and sustainability requirements increase, Flex can help our customers manage their complete product life cycles and build end-of-life strategies that address sustainability requirements.

We believe we are in a new era of outsourcing, driven by the unprecedented challenges we are facing on a global scale. Our unique capabilities put us at the forefront of being able to address and capitalize on this complex environment. Building on the momentum we created in the fiscal year 2022, we see continued long-term, profitable growth for Flex.

Our culture

Our culture is what makes us who we are. At Flex, the journey of building an inclusive and diverse culture continues to grow stronger every day. On our journey to create a high-performing and inclusive culture, we rolled out our Ways of Working initiative that brought our culture to life through behaviors that we will continue to measure ourselves against to drive accountability.

Diversity is an important priority for us, and to lead this effort from the top, we have added exceptional senior executives across operations, business, human resources, and strategy roles to my leadership team. These leaders bring a new perspective and expertise and will help us accelerate progress on our long-term strategy.

Another critical part of our journey at Flex is our commitment to sustainability. In fiscal 2022, we introduced our most ambitious sustainability goals for 2030. I am incredibly proud of our acceptance into the Science-based Targets initiative, a global movement comprised of leading companies working to reach the Paris Agreement’s goal of limiting global temperature rise to 1.5°C above preindustrial levels. Flex is in a unique position in the value chain not only to drive action to prevent the effects of climate change across our ecosystem but also, to help our customers and suppliers achieve their sustainability goals through sharing best practices and our circular economy solutions.

Beyond climate change, we also demonstrated our commitment to the communities in which we operate through our Flex Foundation and our sites worldwide. We have seen the horrors of the war in Ukraine and the need to support our communities and colleagues engulfed in tragedy. Through the generosity of our Flex employees and the Flex Foundation, we have supported refugee and relief efforts in Ukraine and surrounding countries through our partnerships with the Red Cross, Global Giving, and Save the Children. I am proud and grateful for how we have responded to this crisis and want to thank our employees and partners for how they have lived our values and taken care of our Ukrainian community.

I am very pleased with our progress on our journey to transform Flex into a high-performing, diversified advanced manufacturer.

I am very proud of how the entire Flex organization performed this year and am excited about the tremendous opportunity in front of us to grow and deliver even more value to our stakeholders. Thank you for your continued trust and partnership this year, and I look forward to continuing this incredible journey together.

Warm regards,

(This page has been left blank intentionally)

FLEX LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199002645H)

Thursday August 25, 2022 9:00 a.m., Pacific time Flex Ltd. 6201 America Center Drive, San Jose, CA 95002, U.S.A.				Notice of Annual General Meeting of Shareholders To Be Held on August 25, 2022 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 25, 2022, for the purposes summarized below and described in more detail in the accompanying proxy statement. *Special notice regarding COVID-19.* 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 2022 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. or, as the case may be, Flex Ltd. and its subsidiaries. Flex is incorporated in the Republic of Singapore under the Companies Act 1967, which we refer to as the “Singapore Companies Act” or the “Companies Act 1967”.
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 25, 2022 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.

2022 Proxy Statement

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 (“SEC”) rules. Commencing on or about June 30, 2022, we will make available 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 ten directors of the Company nominated for re-election (Proposal No. 1);
	•	To approve the re-appointment of Deloitte & Touche LLP as our independent auditors for the 2023 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:

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)

Erin L. McSweeney;

(f)

Marc A. Onetto;

(g)

Charles K. Stevens, III;

(h)

Lay Koon Tan;

(i)

Patrick J. Ward; and

(j)

William D. Watkins.

To consider and vote upon a proposal to re-appoint Deloitte & Touche LLP as our independent auditors for the fiscal year ending March 31, 2023, and to authorize our Board of Directors, upon the recommendation of the Audit Committee of the Board of Directors, to fix their remuneration.

2022 Proxy Statement

Resolutions Proposed for Shareholder Approval as Special Business

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

3.	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 Companies Act 1967, but subject otherwise to the provisions of the Companies Act 1967 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 Companies Act 1967, 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(ies) 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 Companies Act 1967,

		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;

2022 Proxy Statement

(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 2022 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, 2022, 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 2022 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 27, 2022 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 25, 2022, the date of the 2022 annual general meeting, will be entitled to vote at the 2022 annual general meeting.

Quorum

Representation in person or by proxy 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 2022 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 2022 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 on 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.

2022 Proxy Statement

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 2022 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 2022 annual general meeting (including any adjournment thereof) and prepare and compile the attendance lists, minutes and other documents relating to the 2022 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 30, 2022

You should read the entire proxy statement carefully before you return your proxy card or otherwise submit 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 2022 Annual General Meeting of Shareholders to Be Held on August 25, 2022. 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/annual-reports-and-proxy/.

2022 Proxy Statement

(This page has been left blank intentionally)

Table of Contents

Proxy Summary	14

Sustainability	21

Corporate Governance	28

Board of Directors	28
Board Leadership Structure	28
Meeting Attendance and Executive Sessions	28
Director Independence	29
Process for Identifying and Adding New Directors and Succession Planning	29
Board’s Role in Risk Oversight	30
Board’s Role in Succession Planning	31
Board Evaluation Process	32
Board Committees	33
Director Orientation and Continuous Education	35
Stakeholder Engagement and Outreach	36
Corporate Governance Policies	37
Shareholder Communications with our Board of Directors	37

Fiscal Year 2022 Non-Employee Directors’ Compensation	38

Non-Employee Director Compensation Program	38
Fiscal Year 2022 Annual Compensation	39
Fiscal Year 2022 Equity Compensation	39
Compensation for the Non-Employee Chair of the Board	40
Non-Employee Director Share Ownership Guidelines	40
Director Summary Compensation in Fiscal Year 2022	40
Treatment of Unvested Restricted Share Unit Awards upon a Change of Control	41

Proposals to be Considered at the 2022 Annual General Meeting of Shareholders	42

Proposal No. 1: Re-election of Directors	42

Nominees to our Board of Directors	43
Skills, Qualifications and Diversity of Nominees	43

Proposal No. 2: Re-Appointment of Independent Auditors for Fiscal Year 2023 and Authorization of our Board to Fix Their Remuneration	51

Principal Accountant Fees and Services	51
Audit Committee Pre-Approval Policy	51
Message from the Audit Committee	52
Audit Committee Report	52

Proposal No. 3: Non-Binding, Advisory Resolution on Executive Compensation	54

Compensation and People Committee Report	54

Compensation Discussion and Analysis	55

Introduction	55
Executive Summary	55
Compensation Philosophy	59
Compensation-Setting Process and Decisions for Fiscal Year 2022	60
Fiscal Year 2022 Executive Compensation	62
Benefits	71
Termination and Change of Control Arrangements	72
Executive Share Ownership Guidelines	74
Executive Incentive Compensation Recoupment Policy	74
Hedging and Pledging Policy	74

Compensation Risk Assessment	75

Executive Compensation	76

Summary Compensation Table	76
Grants of Plan-Based Awards in Fiscal Year 2022	78
Outstanding Equity Awards at 2022 Fiscal Year-End	79
Shares Vested in Fiscal Year 2022	80
Pension Benefits in Fiscal Year 2022	80
Nonqualified Deferred Compensation in Fiscal Year 2022	80
Nonqualified Deferred Compensation Table	81
Potential Payments Upon Termination or Change of Control	81
Potential Payments Upon Termination or Change of Control as of March 31, 2022	83
CEO Pay Ratio	85

Proposal No. 4: Ordinary Resolution to Authorize Ordinary Share Issuances	86

Proposal No. 5: Ordinary Resolution to Renew the Share Purchase Mandate	87

Limit on Allowed Purchases	87
Duration of Share Purchase Mandate	88
Manner of Purchases or Acquisitions of Ordinary Shares	88
Purchase Price	88
Treasury Shares	88
Sources of Funds	89
Status of Purchased or Acquired Ordinary Shares	89
Financial Effects	89
Rationale for the Share Purchase Mandate	90
Take-Over Implications	90

Information about our Executive Officers	91

Equity Compensation Plan Information	93

Security Ownership of Certain Beneficial Owners and Management	94

Certain Relationships and Related-Person Transactions	96

Review of Related-Person Transactions	96
Transactions with Related Persons	96

Shareholder Proposals for the 2023 Annual General Meeting	97

Incorporation of Certain Documents by Reference	97

Singapore Statutory Financial Statements	97

Other Matters	98

Electronic Delivery of our Shareholder Communications	98
Information About the Meeting	98
Voting Rights and Solicitation of Proxies	98

Annex A: Flex Ltd Reconciliation of GAAP to Non-GAAP Financial Measures	A-1

2022 Proxy Statement

Back to contents

Proxy Summary

This summary does not contain all of the information that you should consider, and you should read the complete proxy statement carefully before voting. For more complete information regarding the Company’s 2022 fiscal year performance, please review the Company’s 2022 Annual Report on Form 10-K. For additional information regarding voting rights and proxy solicitation, please see “Other Matters” on page 98.

Voting Matters at the Annual General Meeting

Proposal		Recommendation		Page Reference
1.	Re-election of directors		FOR each nominee	42
2.	Re-appointment of Deloitte & Touche LLP		FOR	51
3.	Advisory vote on executive compensation		FOR	54
4.	General authorization to allot and issue ordinary shares		FOR	86
5.	Authorization to repurchase ordinary shares		FOR	87

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

2022 Proxy Statement

Back to contents

Business Summary

Who We Are and What We Do

Flex is the diversified manufacturing partner of choice that helps market-leading brands design, build and deliver innovative products that improve the world. Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex delivers advanced manufacturing solutions and operates one of the most trusted global supply chains, supporting the entire product lifecycle with fulfillment, after-market, and circular economy solutions for diverse industries including cloud, communications, enterprise, industrial, consumer devices, lifestyle, healthcare, and energy.

Our purpose is to make great products that create value and improve people’s lives. Our vision is to be the most trusted global technology, supply chain and manufacturing solutions partner to improve the world, and our mission is to achieve our vision and fulfill our purpose. People are at the heart of everything we do. We believe in creating a work environment that empowers every team member to thrive, while prioritizing employee safety, well-being and inclusiveness. Flex continues to further a dynamic, ever-evolving culture where employees embody behaviors aligned with our values. Our values define and drive us and our Ways of Working bring our values to life through actions and provide a framework for how we make decisions.

Our values and ways of working

Our strategy is to continue investing in areas where we can differentiate and add value, whether through engineering and design services, product technologies or developing differentiated processes and business methods. We are strengthening our abilities in software, robotics, AI, factory automation, and other disruptive technologies. We select ethical partners and integrate the supply chain so that our customers can operate efficiently and responsibly. We are committed to investing in our employees and communities, which includes addressing critical environmental issues.

Our three reporting business segments are as follows:

(1)	Beginning in the fourth quarter of fiscal year 2022, Flex now reports Nextracker as a separate reporting business segment. Nextracker was previously included in the Industrial reporting unit within the Flex Reliability Solutions segment.

2022 Proxy Statement

Back to contents

Fiscal Year 2022 Highlights

Performance and Company Highlights for Fiscal Year 2022

During fiscal year 2022, we achieved record performance, reflective of our execution and dedication to deliver for our customers and all our stakeholders. Key financial highlights from the fiscal year include:

Sustainability Highlights (pg. 21)

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 the Manufacturing Leadership Awards and inclusion in S&P Global’s Sustainability Yearbook. Below are some highlights of our sustainability practices.


	2030 Sustainability Goals	Continuing our purpose-driven journey, 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	This past year, 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.

	Diversity, Equity and Inclusion (DE&I)	We re-committed to our mission to provide a safe environment with growth opportunities for our employees to prosper by establishing clear diversity, equity and inclusion goals and investing in supporting initiatives. As of March 31, 2022, women represent 43% of our global employees, and underrepresented minorities represent 47% of our U.S. employees.

	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. For example, in calendar year 2021, our Flex Foundation donated $1.5 million in grants to support COVID-19 relief efforts as well as associations that support environmental efforts and vulnerable groups around the globe.

2022 Proxy Statement

Back to contents

Corporate Governance Highlights (pg. 28)

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.

Board Structure and Independence
•	Maintain a diverse and independent Board, with a highly engaged independent Chair with clearly delineated duties
•	All directors are independent except for our CEO; all 3 committees fully independent
•	Continuously evaluate the composition of the Board, and perform an annual review and determination of Board leadership structure
•	Purposefully nominate directors with diverse backgrounds and skillsets to best oversee the management of Flex
•	Balance of new and experienced directors. Four new directors have joined our Board in the past three years, and average tenure of our nominees is 5.3 years. The current slate of directors represents a balance of short-, mid- and longer-term tenures of service.
•	Regular executive sessions of independent directors without management present
Board Oversight
•	We regularly assess our corporate governance structure to ensure comprehensive oversight of Flex’s management, practices, and operations
•	Board fully engaged in Flex’s strategic planning process, conducting an in-depth strategy review and overseeing progress throughout the year
•	The Audit Committee oversees the integrity of the Company’s financial statements, as well as management of enterprise-wide risks and legal, compliance and cybersecurity risks
•	The Compensation and People Committee oversees the Company’s executive compensation programs to align with long-term Company strategy, human capital management, as well as key talent metrics
•	The Nominating, Governance and Public Responsibility Committee oversees the application of the Company’s environmental, social and corporate governance (ESG) policies
•	Directors have significant interaction with senior business leaders and access to other employees
Strong Corporate Governance Practices
•	Annual elections for all directors
•	Responsive, active and ongoing shareholder engagement. Recent topics include our ESG commitments including our diversity, equity and inclusion (DE&I) initiatives
•	Prohibit hedging and pledging transactions by executive officers and directors
•	Annual Board, committee and individual director performance evaluations
•	Limits on other public company board service by our directors
•	Clawback policy for our executive officers
•	Share ownership requirements for executive officers and directors
•	Comprehensive director orientation and continuing education programs

2022 Proxy Statement

Back to contents

Nominees to our Board of Directors (pg. 43)

Our Board believes that its composition appropriately reflects the knowledge, experience, skills, diversity, and other characteristics required to fulfill its duties. As discussed in further detail below, Jennifer Li and Willy C. Shih, Ph.D. are not being nominated for re-election and will be retiring from the Board pursuant to Article 94 of our Constitution, as amended, effective as of the conclusion of the 2022 annual general meeting.

The following provides information about our nominees.

2022 Proxy Statement

Back to contents

			Flex Committees
Name and Principal Occupation	Independent	Director Since	Audit	NG&PR	Compensation and People	Other Public Company Boards
Revathi Advaithi Chief Executive Officer, Flex Ltd.	No	2019				Uber Technologies, Inc.
Michael D. Capellas + Principal, Capellas Strategic Partners	Yes	2014				Cisco Systems, Inc. Elliott Opportunity II Corp. The Beauty Health Company
John D. Harris II Retired Vice President of Business Development, Raytheon Company	Yes	2020				Cisco Systems, Inc. Kyndryl Holdings, Inc.
Michael E. Hurlston President and Chief Executive Officer, Synaptics Incorporated	Yes	2020				Synaptics Incorporated
Erin L. McSweeney Executive Vice President and Chief People Officer, UnitedHealth Group Incorporated	Yes	2020				None
Marc A. Onetto Principal, Leadership from the Mind and the Heart LLC	Yes	2014				None
Charles K. Stevens, III Retired Chief Financial Officer, General Motors Company	Yes	2018				Eastman Chemical Company Masco Corporation Tenneco Inc.
Lay Koon Tan Retired President, Chief Executive Officer and member of the Board of Directors, STATS ChipPAC Ltd.	Yes	2012				None
Patrick J. Ward Retired Vice President and Chief Financial Officer, Cummins Inc.	Yes	2022				Corteva, Inc.
William D. Watkins Retired Chief Executive Officer, Imergy Power Systems, Inc.	Yes	2009				Avaya Holdings Corp.

+	Independent Board Chair
	Chair
	Audit Committee Financial Expert

2022 Proxy Statement

Back to contents

Executive Compensation Highlights (pg. 55)

Our pay-for-performance compensation philosophy aims to tie actual pay delivery to performance. We believe above-target performance should be rewarded when achieved, and below-target performance should lead to reduced compensation, including zero payouts for incentive elements when performance thresholds are not met. We also believe we should deliver a significant portion of executive pay in the form of equity awards, which are directly aligned with value delivered to shareholders.


	Base salaries	Our named executive officers’ (or NEOs’) base salaries were increased for fiscal year 2022, as detailed in the CD&A. Prior to the increases, salaries had not been increased since fiscal year 2020, with the exception of Mr. Hartung who received an increase in fiscal year 2021 to align his salary to market and to recognize the increased responsibilities associated with his promotion to President, Agility Solutions. Salaries were decreased in fiscal year 2021 for six months (by 50% for our Chief Executive Officer, and 30% for other NEOs) due to COVID-19-related uncertainty and the need to preserve cash.
	Bonus payouts	Bonus payouts under the incentive bonus plan were at 99% of target for all NEOs except Mr. Hartung (President, Agility Solutions), who received a payout of 92% of target, due to 50% of his bonus being tied to the results of the Agility Solutions segment.
	Long-term incentive awards	Long-term incentive awards were increased for our Chief Executive Officer, Chief Financial Officer, and President, Agility Solutions. These increases resulted in total target compensation being competitively positioned versus our compensation peer group. Long-term incentive values for our President, Global Operations and Components, and EVP, General Counsel were held flat relative to the prior fiscal year.
	Performance share plan (rTSR) payouts = 0%	No payouts were earned under the TSR performance stock units (PSUs) for the three-year performance cycle ending in fiscal year 2022 (PSUs vesting in June 2021), as the threshold performance level was not achieved.

2022 Proxy Statement

Back to contents

Sustainability

Flex’s purpose is to make great products for our customers that create value and improve people’s lives. Sustainability is at the core of our purpose and is embedded in our culture. We work to have a lasting positive impact in the form of value for all our stakeholders by taking an ecosystem approach to sustainability. We seek to address material issues, risks, and opportunities by conforming to internal and external standards and thoughtfully executing our social and environmental management system, programs, and initiatives.

We strive for social and environmental betterment through our robust management systems. Our sustainability system, which is modeled largely on the Responsible Business Alliance (RBA) requirements, consolidates several management systems into one, and incorporates current environmental, labor, human rights, health, safety, and ethics standards. As a founding member of the RBA, Flex is committed to modeling its requirements.

In partnership with our customers and suppliers, we are committed to significantly lowering emissions through science-based targets, investing in our communities, advancing a safe, inclusive, and respectful work environment for all, and driving environmental, social and governance (ESG) focused practices with transparency.

Sustainability Governance and Strategy

Given our commitment to sustainability, we recognize the importance of a strong foundation of sustainability governance. Our Board of Directors engages in an annual review of Flex’s sustainability program including our ESG efforts and participates in an annual ESG director education session. Our Nominating, Governance and Public Responsibility Committee oversees Flex’s sustainability risks and remediation efforts, including the Company’s sustainability, including environmental, social and governance policies and programs. These policies and programs also address human rights, climate change, and risk mitigation.

Our executive management team receives regular sustainability updates. In addition, we have a Corporate Sustainability Leadership Committee, a multidisciplinary group composed of global leaders throughout the Company who represent the key functional areas with responsibility for sustainability efforts, including operations, human resources, supply chain, regulatory compliance, account management, and communications. This committee meets quarterly to share information with people across various teams within Flex who are directly responsible for implementing and managing sustainability initiatives.

We endeavor to align our efforts with global sustainability organizations and initiatives, including the United Nations Global Compact, that contribute to broader calls to action and collective progress toward a healthier future. In the past year, we joined the Science Based Targets initiative, and in connection with joining such initiative, we have adopted greenhouse gas emissions reduction targets necessary to meet the Paris Agreement goals, including limiting global warming to 1.5°C above preindustrial levels.

2022 Proxy Statement

Back to contents

2030 Sustainability Goals

In calendar year 2021, continuing our purpose-driven journey, we developed our next set of long-term sustainability goals that focus on key areas where we can make a measurable, direct, and positive impact. We’ve set new sustainability goals through 2030 against a refreshed framework centered on our world, our people and our approach spanning several pillars.

We are committed to:

•	Significantly lowering emissions through science-based targets in partnership with our customers and suppliers⁽¹⁾;
•	Investing in our communities;
•	Advancing a safe, inclusive and respectful work environment for all; and
•	Driving ESG-focused best practices with transparency.

(1)	The target boundary includes biogenic emissions and removals from bioenergy feedstocks.

Notable 2030 goals include:

•	We commit to reduce absolute scope 1 and 2 GHG emissions 50% by 2030 from a 2019 base year.
•	We commit to reduce total health and safety case incident rate (TCIR) to below 0.2 by 2025.
•	We commit that 50% of our ‘Preferred Suppliers’ will set their own GHG emissions reduction targets by 2025 and 100% by 2030.

Sustainability and Our People

Our approximately 170,000 global employees are at the core of who we are and what we do. We believe that our performance is driven by our workforce. To maintain competitiveness and world-class capabilities, we focus on hiring and retaining the world’s best talent. We have focused on attracting the best engineering, functional and operational leaders and have accelerated efforts to develop the future leaders of the Company. We consistently review and refine our human capital management programs, policies, and procedures to ensure that they attract, select, develop, engage and retain strong, diverse talent. Our policies, philosophy and strategies support the inclusion of all people in our working environment. Further, we’re committed to respecting the human rights of our employees and improving their quality of life.

2022 Proxy Statement

Back to contents

Human Capital Management Governance

Because our employees are central to our success as a business, the Board plays an active role in overseeing our human capital management efforts. The Compensation and People Committee of our Board of Directors is responsible for assisting the Board in discharging this oversight duty and continues to work closely with the executive management team in helping to shape our culture and focus efforts on developing formal human capital management and talent development initiatives to better support our workforce as the Company continues to evolve.

The Compensation and People Committee’s oversight activities in this area include, among other aspects, receiving periodic updates (not less than twice annually) regarding, and overseeing any significant change to, our human capital management strategy including corporate culture, inclusion, pay and opportunity equity, diversity, social initiatives and results, and talent training, development and retention programs and results. Additionally, the Compensation and People Committee reviews the performance of and succession planning for our CEO and executive officers.

Workplace Culture and Talent Management

Recognizing the importance of a healthy workplace culture, we launched a culture initiative in 2019 designed to define and communicate who we are and who we want to be as a company. This process resulted in the promulgation of our vision, purpose, mission, values, and the development and launch of our “Ways of Working”. We developed and continue to execute programs to embed our culture into our daily actions including employee engagement through surveys and round table discussions with our executive leadership; virtual development and volunteer programs; and recognition programs. In 2021, we launched a global training program for people managers to communicate, practice skills and share learnings related to our Ways of Working, which are behaviors that enable us to live our values every day. Each quarter, people leaders take training and hold discussions with their teams on Ways of Working and other culture topics, like leadership behaviors and inclusion. This initiative is an enterprise-wide priority to continue to create a culture that differentiates Flex in the market.

Diversity, Equity & Inclusion

A key aspect of our corporate mission is to provide a safe environment with growth opportunities for our employees to prosper. One way we pursue this goal is by prioritizing diversity, equity and inclusion. We recognize the value of our human capital as an asset to our business. We also recognize that the sum of the individual differences, life experiences, knowledge, inventiveness, innovation, self-expression, unique capabilities, and talent that our employees invest in their work represents a significant part of our culture, enhances our reputation and contributes to our success. We embrace and encourage our employees’ differences, and nurture a sense of collective pride and belonging. We strive to ensure that all Flex employees are empowered to do their best and advance in their careers.

In the last year, we continued our progress on improving diversity, equity and inclusion through employee programs. Our employee resource groups (“ERGs”) work to create a community that fosters freedom of self, build cultural awareness, and develop a new generation of diverse leaders at Flex by establishing a sustainable structure with executive support that challenges bias and promotes unity. With over 10,000 members, the Company maintains ERG chapters worldwide across eight identities: Asian and Pacific Islander, Black, LatinX, LGBTQ+, People with Disabilities, Women, Women in Tech, and Veterans. These groups help to create a sense of belonging and support retention and attraction. Each ERG has an executive sponsor and is supported by senior leaders across the Company. The Company also held cultural awareness activities throughout the year to highlight specific groups including People with Disabilities Awareness Weeks, Black History Month, Asian Pacific Heritage Month, PRIDE Month, LatinX Heritage Month, and Women’s History Month.

In partnership with McKinsey, we offered leadership development opportunities through their Management Accelerator and Executive Leadership Program to 45 Asian, 16 Black and 36 Latinx employees. We also enhanced SheLeads, our global leadership development program for women employees, offered leadership coaching to 20 of our top gender and ethnically diverse leaders, and continued to implement inclusive leadership training for people managers to, among other things, provide tools to help managers lead more inclusively and improve diversity in recruiting. Furthermore, we leveraged external community partnerships with organizations such as Catalyst, the Business Roundtable, National Society of Black Engineers (NSBE), and The Valuable 500 to amplify our impact in recruiting and retaining diverse talent.

2022 Proxy Statement

Back to contents

As of March 31, 2022, women represent 43% of our global employees, and underrepresented minorities (those who identify as Black/African American, Hispanic/Latinx, Native American, Pacific Islander and/or two or more races) represent 47% of our U.S. employees. Approximately 19% of our executive team and approximately 22% of our leadership team (director level and above) are female. Approximately 23% of our executive team and approximately 32% of our U.S. leadership team (director level and above) are comprised of underrepresented minorities.

We are proud of the success we have had in making Flex a more inclusive and diverse workplace. Looking forward, we plan to execute on our commitment to diversity, equity and inclusion by establishing, publishing, and working towards corporate goals including:

•	Increasing female representation at the director level and above globally;
•	Increasing racial and ethnic diverse representation at the director level and above in the United States so our leadership will reflect our organization and the communities in which we operate;
•	Holding leadership accountable for inclusion and diversity outcomes; and
•	Remaining committed to parity in pay and opportunity.

Human Rights

We are committed to respecting the human rights of all people throughout our operations and in our value chain. Accordingly, the Company works to foster a culture that respects and promotes human rights. Our commitment to human rights is outlined in our Code of Business Conduct and Ethics. We have also adopted a Human Rights Policy to, among other things, create awareness and establish expectations related to legal requirements, ethical practices and human rights. Our Human Rights Policy is aligned with the United Nations Guiding Principles on Business and Human Rights and is inclusive of rights outlined in the United Nations Universal Declaration of Human Rights to the extent those rights apply to business operations. It applies to our Company, all employees on a worldwide basis and to our value chain, including our suppliers and vendors. We have also adopted a Company statement on forced labor and human trafficking which describes our global practices to address forced labor.

In addition to these policies, Flex is an active member of the Responsible Business Alliance (or RBA), the world’s largest industry coalition dedicated to corporate social responsibility in global supply chains. Through this organization’s efforts, including its Responsible Labor Initiative, we work with others across industries aimed to ensure that the rights of workers vulnerable to forced labor in global supply chains are consistently respected and promoted. Flex is also an active member of the Global Business Initiative on Human Rights. The mission of this organization is to advance human rights in a business context through cross-industry peer learning, outreach, and thought-leadership to shape policy and practice.

Talent Attraction, Development, and Retention

Talent attraction, development, and retention are critical to our success and core to our mission as a company. To support the advancement of our employees, we provide training and development programs and opportunities encouraging advancement from within while we continue to fill our team with strong and experienced external talent. We leverage both formal and informal programs, including in-person (as health and safety practices and policies allow), virtual, social and self-directed learning, mentoring, coaching, and external development to identify, foster, and retain top talent. Employees have access to courses through our learning and development platform, Flex Learn. In 2021, over 36,000 of our employees completed approximately 1 million hours of training programs. Flex has undertaken initiatives to keep employees who are working from home engaged during COVID-19, including virtual learning programs and check-in sessions.

We are also focused on completing talent and performance reviews. Our in-depth talent reviews serve to identify high potential talent to advance in roles with greater responsibility, assess learning and development needs, and establish and refresh succession plans for critical leadership roles across the enterprise. Our performance review process promotes transparent communication of team member performance, which we believe is a key factor in our success. The performance and the talent reviews enable ongoing assessments, reviews, and mentoring to identify career development and learning opportunities for our employees.

As a part of our efforts to improve employee experiences at Flex, we conduct the annual enterprise-wide employee engagement “Flex Voice” survey. Our leadership uses the results of the survey to continue developing our strengths and measure opportunities for improvement. This year, 85% of employees completed the Flex Voice survey and the results reflected increased enthusiasm and engagement.

2022 Proxy Statement

Back to contents

Compensation and Benefits

Our total rewards are designed to attract, motivate and retain employees at all levels of the Company. Our compensation philosophy is driven by the desire to attract and retain top talent, while ensuring that compensation aligns with our corporate financial objectives and the long-term interests of our shareholders. Our pay structures offer competitive salaries, bonuses, and equity awards in the countries where we operate.

In each of the countries where we have operations, our comprehensive benefit plans offer a locally competitive mix of some or all of the following: medical, dental and vision insurance, short and long-term disability, flexible spending accounts, various types of voluntary coverage, and other benefit programs. We routinely benchmark our salaries and benefits against market peers to ensure our total rewards package remains competitive.

Employee Health, Safety and Wellness

Flex is committed to providing a safe and injury-free workplace. We promote a “zero-injury” culture through health and safety management systems that implement a data-driven and risk-based approach in monitoring and reporting performance regularly. In calendar year 2021, we decreased our health and safety incident rate by 17% compared to 2020. Furthermore, as a part of our 2030 Sustainability Goals, we have committed to reducing total case incident rate to below 0.2 by 2025 and to certifying all manufacturing operations as ‘RBA factory of choice’ by 2025.

We provide programs and tools aimed at improving physical, mental, financial, and social well-being, with increased focus during the COVID-19 pandemic. Our programs give our employees access to a variety of innovative, flexible, and convenient health and wellness programs, including on-site health centers in some of our major factories, which were once again increasingly critical this year for our essential workers who have worked on site since the start of the COVID-19 pandemic.

The COVID-19 pandemic continues to have an impact and is felt by every citizen, country, community, and company. At Flex, our first priority continues to be ensuring the health and safety of our employees, suppliers and business partners, while supporting essential manufacturing for infrastructure services and critical healthcare products to aid in the global response to the pandemic.

We took several actions in response to the COVID-19 pandemic:

	On a company-wide basis, we established Regional and Site Crisis Management Teams to assure dedicated operational management of COVID-19 at all workplaces. We deployed resiliency plans based in science and focused on the well-being of our workforce while keeping our workplaces operating safely.

	Our leadership teams initiated enhanced health and safety measures at all workplaces and in accordance with the local risk conditions as COVID-19 waves ebbed and flowed worldwide. Our focus is the health and safety of our employees.

	We modified practices at our manufacturing locations and offices to require personal protective equipment, sanitization measures, temperature checks, assurance audits, contact tracing, social distancing, and on-site access to vaccinations well before these measures were mandated.


2021 COVID-19 Resiliency

Masks	Temp Screening	Contact Tracing	Assurance Audits	Case Mgt	VAX
51M Masks Issued – 129M+ made by Flex	31.9M Screenings	13K CT’s Performed	4.5K Audits Conducted	21,451 Cases Managed	112,863 Doses Enabled

2022 Proxy Statement

Back to contents

As one of the world’s largest medical device manufacturers, we recognized that we had a responsibility to do our part to join the fight against COVID-19. With many of the products we make for our healthcare customers related to critical care in high demand, we continued our efforts to deliver critical products, personal protective equipment, oxygen concentrators, patient monitors, infusion pumps, and ICU beds. At the heart of this extraordinary effort are the tens of thousands of Flex workers in our factories who continue to work around the clock to live up to our purpose.

2021 Sustainability Impact

During the 2021 calendar year, we continued our focus on ESG activities as highlighted below.

Our World: Environmental and Community Achievements

•	There was a reduction of 14% in absolute Scope 1 and 2 greenhouse gas emissions from our 2019 baseline.⁽¹⁾
•	From 55 sites around the world, over 40,000 employees participated in our fifth annual Earth Day Challenge by planting gardens and trees, restoring farm and forest land, cleaning parks and community benches, recycling waste and spreading awareness and education in their communities to help advance a more sustainable future.
•	We completed 807 community activities, despite the challenges of COVID-19.
•	Approximately 14,000 of our volunteers gave over 56,000 hours back to their local communities.⁽²⁾
•	97% of our major sites partnered with local non-governmental organizations in 2021.⁽³⁾
•	In 2021, we donated 600,000 masks to our local communities to prevent the spread of COVID-19.

	(1)	Our revenue grew 8% during fiscal year 2022. With that growth, we saw an increase of our absolute scope 1 and 2 emissions from 2020 to 2021. We are developing an energy management strategy to account for growth and remain on track with our greenhouse gas emission reduction commitments. While we experienced an increase year over year, our absolute scope 1 and 2 market-based emissions in 2021 decreased from our 2019 baseline year.
	(2)	Number of volunteers are counted as participants of volunteering activities throughout the year (may include repeated employees).
	(3)	Sites with 1,000 or more employees.

Our People: Employee, Health and Safety, and Diversity, Equity & Inclusion Achievements

•	We re-committed ourselves to fostering a safe, ethical, and inclusive work environment for all employees.
•	We engaged our employees and received their feedback through coffee talks and town halls, lunch and learn sessions, management workshops, leadership skills trainings, recognition programs and annual surveys, and continue to undertake such employee engagement.
•	For more than 10 years, we have supported our employees with access to life-long learning through our employee scholarship program (ESP). Depending on the specifics of a site and the employee program, we provide full or partial funding for our employees to receive external education and fulfill credentials including technical certifications, undergraduate and graduate degrees.
•	We ensure all of our sites have a health and safety management system, which we verify through audits, which follow RBA methodology and are performed by our EHS team. Additionally, all sites are required to convene committees to address safety issues and concerns and we undertake targeted respect and dignity audits of high-risk sites.
•	In calendar year 2021, we decreased our health and safety incident rate by 17% compared to 2020.
•	We participate in RBA Task Forces on the UN Guiding Principles, Trafficking and Forced Labor, Transparency, and Environmental Compliance, which set guidelines for working hours and conditions for employees.
•	As of March 31, 2022, 43% of our global workforce and 25% of the members of our Board of Directors were female.
•	During our global People with Disabilities Awareness Weeks, over 25,000 employees participated in over 200 initiatives in several countries.
•	We continued the work of our cross-functional Global Inclusion Counsel, first established in 2020, to provide internal advising on our diversity, equity and inclusion strategy at global, regional and functional levels. Council members are representative of different regions, backgrounds, areas of expertise, gender identities and community outreach experiences.
•	In partnership with McKinsey, we offered leadership development opportunities through their Management Accelerator and Executive Leadership Program to 45 Asian, 16 Black, and 36 Latinx employees.
•	We continued to make progress with SheLeads, our global leadership development program for women employees.
•	We continued our Inclusive Leadership Experience program for U.S. and Canadian people managers, which focused on leading with inclusion and unconscious bias training. 97% of our U.S. and Canadian managers undertook such training in 2021. In 2021, our Inclusive Leadership Experience was awarded a coveted Brandon Hall Group’s Human Capital Management Excellence Award in the category of Best Results of a Learning Program.

SEC Form DEF 14A filed by Flex Ltd.