UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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FLEX LTD.

(Name of Registrant as Specified in its Charter)

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Message from
our CEO

Dear fellow shareholder,

As I look back overOver the last twelve months, and my first full fiscalpast year, with Flex, I believe we have started a transformation journey for our companyall witnessed unprecedented events and change that will result in sustainabletouched every person and long-term change. We established consistent execution and operational discipline, we redefined our strategy and, most importantly, we rethought our purpose and values. These steps are foundational forevery industry. In times of crisis, the next stages ofunderstandable response is to focus on weathering the company, regardless of the adversitystorm. I have long believed it is in the macro-environment.toughest situations that we find what we are truly made of, and the culture is tested and shines through. I am very proud of howwhat we performed,accomplished this year. We showed the power of our company, our culture, and even more proudour 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 howcritical medical devices, we rose asdelivered. When our customers needed to rapidly adapt digital infrastructure to support a teamtectonic shift in workloads to meetenable 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 numerous challengesimpact of all these extraordinary events. It has been difficult, requiring great effort and sacrifice, but we faced. 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 express my sincere appreciationsincerely 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 tens of thousands of Flex employees around the world, who have worked tirelesslyright path to overcome these challenges and delivermaking our current financial results while firmly establishing our strategic framework to deliver superior results in the future.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 and the path we are now on. We are all stakeholders, and we are all in this together.

Operating safely through a pandemic

We are still in the midst of a global crisis, but we have, and we will continue to work through this difficult time. Many of the products we make are essential, some directly contributing to combatting the effects of the disease and saving lives. Through this pandemic we demonstrated the true agility of which we are capable. In a matter of weeks not months, we initiated and ramped multiple ventilator programs for our customers—a monumental task, but we did not stop there. Our customers turned to us to quickly ramp up production of new, and highly accurate virus and antibody testing equipment, and we rapidly increased production of other critical care products such as ventilators, personal protective equipment, oxygen concentrators, infusion pumps, and ICU beds to meet the growing demand. Flex is also contributing indirectly by supporting our customers producing the cloud, compute and networking infrastructure as well as other products that support critical communications applications and the work-from-home movement.

Ultimately it takes people to make these important products, and our number one priority remains the health and safety of our employees and their families. It must be. Flex has more than 160,000 people operating in 30 countries, and it is our obligation to provide a safe and positive work environment. We’ve learned quickly how toFlex.

implement protocolsStaying focused in uncertain times

Last year, we outlined our Flex Forward strategy to physically protectalign our employees, operate effectively under strict safety conditions, and when necessary, provide a support systempurpose to make great products for our employees who test positive. Where possible,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 mandated work-from-home, both for safetynot only need to deliver on our current projects but also continue to minimizebe at the burdenforefront 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 who are caregiversat 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 high-risk situations and disruptionsthe day-to-day challenges of last year, we certainly did not lose sight of our long-term commitment to schools and childcare. We even embarked oncreating a sustainable future.

During extreme times such as we have seen over the last year, this meant making our own protective masks, both to ensure supply forsure our employees and avoid tying up crucialtheir 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 from healthcare workersduring extreme lock-down events, or ensuring our employees and first responders. their families received the acute medical care they needed, despite chaotic regional outbreaks.

We have refinedalso made progress this year on our goals to improve employees’ day-to-day lives and replicatedfurther their career development. We improved the flexibility and convenience of our safety playbook acrosshealth 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 globe, showinginitiatives to help promote a sense of belonging inside Flex.

Flex achieved a number of sustainability milestones this year, building on our ability to quickly improvise and adapt,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 only continue to improve because it’semployee 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 right thing to do.

Leading in a changing landscape

This last year has seen a number of transformations across the global landscape. Although many started before the COVID-19 pandemic, some will likely accelerate as a result.future

We saw continued increaseshave 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 customers’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 lookstrive to incorporate more features utilizing leading-edge technologies, including expanded capabilities around connectivity, data collection, and compute. Another transformation weWe are experiencing isnew business wins as well as deepening relationships with current customers through the increasing numberdifferentiation of companiesour technology, global scale, talented workforce, experience and governments looking for more adaptive supply chains, manufacturing capabilities and partners, as the crisis reveals many weaknessescustomer trust. These successes are creating a virtuous cycle that will continue to the supply chain status quo.drive Flex forward.

There is no single pointcertainly still more work to do, but this year’s progress is a testament to the potential of competitive differentiation that answers these challenges, but a combinationthe Flex model and the strength of many acquired capabilities, technologies, domain expertiseour culture. I believe in our strategy, I believe in our people, and learned experience that is rare and very difficultI am excited to replicate.continue on our transformative path.

Staying ahead of these changes, we continue to build increasingly complex manufacturing capabilities across our global footprint. We are expanding core competencies in leading edge technology, advancing engineering and design capabilities, as well as domain expertise in focused end markets. Lastly, we apply our capabilities synergistically across the organization and at every level of our customer engagement. This combination is how we differentiate, and why we win.

Making significant progress

We have taken our own transformative steps. 2020 was the time to renew focus on our core, as well as redefine our purpose, vision, and our mission, of which I am very proud.

We introduced our core strategic goals to be a leader in the markets where we compete, return to profitable growth, and deliver higher margins and consistent earnings. We will accomplish these goals by continuing to shift our mix to a more diversified, higher value portfolio, focusing on large, underpenetrated markets where we can win and differentiate through our growing bundle of capabilities. We defined six primary end-markets, refocused each market-facing business group to be highly targeted in the sub-markets they will prioritize. Equally important is knowing where not to play, and so we exited certain short-cycle, highly volatile businesses.

In support of our strategy, this year, we defined and began the transition to our new ‘two operating segments’ model, Flex Agility Solutions and Flex Reliability Solutions, to support the distinct end-market strategies and

requirements, delivering the highest quality in the most efficient manner.

Focusing even more on ESGFLEX LTD.

We also made substantial progress on further enhancements to our Environmental, Social and Governance commitments.

Two of our new mission statements are to “make great products that contribute positively to the world” and “steward sustainable manufacturing and operations practices to minimize environmental impact.” We will only pursue business that is in line with these values.

In the last year, we continued our progress in creating circular economies, starting with products such as servers, computers, printers and other mobile devices, that often end up in landfills. We are creating processes to help our customers design products and source materials that minimize the environmental impact, repair and refurbish, and then maximize value recovery through end-of-life parts harvest and recycling. We have enhanced circular capabilities in Europe, North America and Brazil.

Finally, we overhauled our governance focus as we strive to be leaders in board governance practices and ethics and compliance across our global footprint.

Achieving strong results

Through the challenges of fiscal year 2020, we achieved positive results on a number of fronts. While our net sales declined 8% from fiscal year 2019 to $24.2 billion, in part from our planned exit from over $1.2 billion of high-volatility, short cycle business as well as suffering pressures from COVID-19. Our adjusted operating income came to $898 million, increasing 3% over fiscal year 2019, despite the macro challenges. We achieved a full year adjusted operating margin of 3.7%, which is the highest since 2001. Our adjusted EPS for the year was $1.23 which was within our original fiscal year guidance of $1.20-1.30. This year, we generated a strong $672 million in adjusted free cash flow, and we repurchased $260 million worth of shares; an increase of 38% compared to the prior year. We exited the year with a strong liquidity position, and we are well prepared to weather the near-term difficult environment, and well positioned to benefit as we eventually emerge from the crisis.

Looking forward

We have made good progress, but there are still challenges to come and work to do. This year will be hard to predict, and economic uncertainty remains high. We will continue to remain hyper vigilant to the indicators, and we will act appropriately and decisively. We will remain good stewards of capital, while ensuring we can identify and respond as demand eventually returns, in whatever shape the recovery forms. We have the right strategy and framework that will drive growth, differentiation, efficiency, consistency, and ultimately, superior future returns, and I am extremely confident in our future. We are all stakeholders, and we are all in this together.

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FLEX LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199002645H)

 

FridayWednesday

August 7, 20204, 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 7, 20204, 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.

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.

 

20202021 Proxy Statement5

Important Notice Regarding Electronic Availability of Proxy Statement and Annual Report

We are pleased to take advantage of Securities and Exchange Commission rules that allow the Company to furnish proxy materials to our shareholders on the Internet.Internet, as permitted by Securities and Exchange Commission rules. On or about June 26, 2020,25, 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 prior to the timebefore 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:

Resolutions Proposed for Shareholder Approval Asas Ordinary Business

The full textEach of the resolutions proposed for approval by our shareholders is as follows:

20202021 Proxy Statement6

Resolutions Proposed for Shareholder Approval Asas Special Business

The full textEach of the resolutions proposed for approval by our shareholders is as follows:shown below:

2020 Proxy Statement    7

2021 Proxy Statement7

Notes

Singapore Financial Statements

At the 20202021 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, 2020,2021, 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 20202021 annual general meeting.

Eligibility to VoteVoting Matters at the Annual General Meeting

Receipt of Notice.The Board of Directors has fixed the close of business on June 8, 2020 as the record date for determining those

We are asking shareholders of the Company who will be entitled to receive copies of this notice and accompanying proxy statement. However, all shareholders of record on August 7, 2020, the date of the 2020 annual general meeting, will be entitled to vote on five proposals at the 2020 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 2020 annual general meeting is entitled to appoint a proxy to attend and vote on his or her behalf. A proxy need not also be a shareholder.Whether or not 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 2020 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 prior to the time 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.meeting:

●	2020To 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:

2021 Proxy Statement86

Resolutions Proposed for Shareholder Approval as Special Business

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 for the purchase or acquisition by us of our own issued Ordinary Shares pursuant to the proposed renewalEach of the Share Purchase Mandate referred to in this notice. We intend to useresolutions proposed for approval by 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 and 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(ies) and/or representative(s) to attend, speak and vote at the 2020 annual general meeting and/or 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) for the purpose of the processing, administration and analysis by us (or our agents or service providers) of proxies and representatives appointed for the 2020 annual general meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the 2020 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 and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the shareholder discloses the personal data of the shareholder’s proxy(ies) and/or representative(s) to us (or our agents or service providers), the shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by us (or our agents or service providers) of the personal data of such proxy(ies) and/or representative(s) 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 26, 2020

3.

2020 Proxy Statement    9To 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.

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2021 Proxy Statement7

2020 Proxy Statement    11

Proxy Statement SummaryNotes

This summary highlights information contained elsewhereSingapore 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 this proxy statement. This summary doescompliance with Singapore law. Shareholder approval of our audited financial statements is not contain all ofbeing sought by the information that you should consider, and you should read theaccompanying proxy statement carefully before voting. For more complete information regardingand will not be sought at the Company’s 2020 fiscal year performance, please review the Company’s 2020 Annual Report. For additional information regarding voting rights and proxy solicitation, please see “Other Matters” on page 94.2021 annual general meeting.

Voting Matters at the Annual General Meeting

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

Proposal		Recommendation		Page Reference
1.	Re-election of directors		FOReach nominee	34
2.	Re-appointment of Deloitte & Touche LLP		FOR	40
3.	Advisory vote on executive compensation		FOR	42
4.	Approval of the amendment and restatement of the 2017 Equity Incentive Plan		FOR	75
5.	General authorization to allot and issue ordinary shares		FOR	83
6.	Authorization to repurchase ordinary shares		FOR	84

Resolutions Proposed for Shareholder Approval as Ordinary Business

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

2021 Proxy Statement6

Resolutions Proposed for Shareholder Approval as Special Business

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

2021 Proxy Statement7

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 Statement8

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

2021 Proxy Statement9

2021 Proxy Statement11

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 Person at the Meeting				If you are a beneficial holder and hold your shares through a bank, broker, or other nominee, you mustrequest a “legal proxy” from the nominee in order to vote at the meeting. You will find instructions on howtohow to request a “legal proxy” at www.proxyvote.com or in a paper copy of Flex’s proxy materials.  www.proxyvote.com.
Vote via Internet				at www.proxyvote.com Look atFollow the instructions on your Notice for the box marked by the arrow and follow the instructions.Notice. If you are a beneficialholderbeneficial holder and hold your shares through a bank, broker, or other nominee, your nominee may not permityoupermit 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

20202021 Proxy Statement12

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.

Corporate Governance Highlights (pg. 18)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 together with ourand 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.

2021 Proxy Statement13

Board Nominees (pg. 34)36)

The following table provides summary information about each nominee standing for re-election to the Board. All directors, excluding Ms. Advaithi, are independent. As previously disclosed, Ms. Greenthal, who is retiring by rotation pursuant to Article 94 of our Constitution, as amended, has decided not to stand for re-election due to other time commitments and will be retiring from the Board effective as of the conclusion of the 2020 annual general meeting.

Name

Principal Occupation

Committee Memberships

Director Since

Number of Additional Public Company Boards

Principal Occupation

Committee Memberships

Director Since

Number of Additional Public Company Boards

Revathi Advaithi

CEO, Flex Ltd.

None

2019

0

CEO, Flex Ltd.

None

2019

1

Michael D. Capellas

Principal, Capellas Strategic Partners

Nominating and Corporate Governance

2014

1

Michael D. Capellas Board Chair

Principal, Capellas Strategic Partners

Nominating and Corporate Governance

2014

2

John D. Harris II

Retired Vice President of Business Development, Raytheon Company

Compensation and People

2020

1

Michael E. Hurlston

President and Chief Executive Officer, Synaptics Incorporated

Audit

2020

2*

Jennifer Li

General Partner, Changcheng Investment Partners

Compensation

2018

2

General Partner, Changcheng Investment Partners

Compensation and People

2018

1

Erin L. McSweeney

Executive Vice President, Chief Human Resources Officer, Optum, Inc.

Compensation

2020

0

Executive Vice President, Chief of Staff to CEO, UnitedHealth Group Incorporated

Compensation and People Nominating and Corporate Governance

2020

0

Marc A. Onetto

Principal, Leadership from the Mind and the Heart LLC

Audit

2014

0

Principal, Leadership from the Mind and the Heart LLC

Audit

2014

0

Willy C. Shih, Ph.D.

Professor of Management Practice in Business Administration, Harvard School of Business

Compensation

2008

0

Professor of Management Practice in Business Administration, Harvard Business School

Compensation and People

2008

0

Charles K. Stevens, III

Former Chief Financial Officer, General Motors

Audit

2018

3

Retired Chief Financial Officer, General Motors

Audit Nominating and Corporate Governance

2018

3

Lay Koon Tan

Former President, Chief Executive Officer and member of the Board of Directors, STATS ChipPAC Ltd.

Audit

2012

0

Retired President, Chief Executive Officer and member of the Board of Directors, STATS ChipPAC Ltd.

Audit

2012

0

William D. Watkins

Former Chief Executive Officer, Imergy Power Systems, Inc.

Compensation Nominating and Corporate Governance

2009

2

Retired Chief Executive Officer, Imergy Power Systems, Inc.

Nominating and Corporate Governance

2009

2

Lawrence A. Zimmerman

Former Vice Chairman and CFO, Xerox Corporation

Audit Nominating and Corporate Governance

2012

1

	Chair
	Audit Committee Financial Expert
*	On June 21, 2021, Ubiquiti Inc. filed an 8-K disclosing that on June 18, 2021, Mr. Hurlston notified Ubiquiti Inc. of his decision to resign from the Ubiquiti Inc. Board of Directors, effective as of August 3, 2021. As of August 4, 2021, the date of our 2021 annual general meeting of shareholders, Mr. Hurlston will only be on one additional public company board.

20202021 Proxy Statement1314

Sustainability Highlights (pg. 31)

We strive to make a lasting positive impact for our employees, customers and investors and aim to follow social and environmental practices that make our stakeholders proud to work with or invest in us. Our sustainability efforts have been widely recognized garnering awards for sustainability and supply chain leadership from the Manufacturing Leadership Council; inclusion in the FTSE4GOOD index for the fourth consecutive year; a negligible risk score from Sustainalytics; and an Industry Mover Sustainability Award from the Dow Jones Sustainability Index. Below are some highlights of our sustainability practices.

Executive Compensation Highlights (pg. 44)47)

Our pay-for-performance compensation philosophy aims to tie actual pay delivery to performance, whereperformance. We believe above-target performance should be rewarded when achieved, and below-target performance should lead to reduced compensation, including zero payouts for performance-based compensationincentive 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.

Performance based pay elements reflected the fact that our fiscal year 2020 performance results were below targeted levels.One-Time COVID-19-Related Pay Actions

	No merit increases to base salaries and temporary COVID-19-related reductions: In order to address COVID-19-related uncertainty and preserve cash during the initial stage of the pandemic, NEO salaries were reduced for the first half of the fiscal year by 50% for the CEO and 30% for the other NEOs.
	The bonus plan was eliminated for the first half of the fiscal year to address COVID-19-related uncertainty and preservecash, with no offsetting increase in the second half.

Annual, Regular Cycle Pay Actions

	Base salaries maintainedSalaries: The only executive to receive an increase to his annualized salary was Mr. Hartung. This increase was designed to align his salary to market and to recognize the increased responsibilities associated with one exception:his promotion to the role of President, Agility.
	Bonus payouts for the second half of the year were above target, but below target on a full-year basis: Pay changes forWe exceeded our financial goals in the second half of the year despite the challenges and uncertainty encountered in fiscal year 20202021. Our CEO’s fiscal year 2021 bonus paid out at 82.3% of target (164.6% based on second-half results). Bonuses for the other continuing NEOs paid out between 74.6% and 88.7% (149% and 177% based on second-half results).
	Long-term incentive awards were focused on performance-based pay and we maintained the NEOs’ base salaries with no increase, held flat vs. prior year (with PSUs valued at face value), with the exception of Mr. Collier,Hartung who received a 1.4% increase.higher grant than the prior year due to his promotion.
	Bonus plan payouts well below target:Based on overall financial results that were below targeted performance levels, our CEO’s fiscal year 2020 bonus paid out at 48.9% of target. Other NEO bonuses paid out between 22.7% and 48.9%, excluding Mr. Britt who resigned prior to the bonus payment date and received no payout.
	Performance share plan (rTSR) payouts(TSR) payout = 0%:No payouts were earned under the rTSRTSR PSUs for the three-year performance cycle ending in fiscal year 2020,2021 (PSUs vesting in June 2020), as the threshold performance level was not achieved.
	Performance share and cash LTI plan (FCF) payouts = 0%:The Flex fiscal year (2018 – 2020) FCF PSU and long-term cash incentive cycle were not earned because cumulative adjusted FCF results over the three-year period were below the threshold levels despite significant improvement in fiscal year 2020. In an effort to more closely align pay delivery for our NEOs with shareholder value delivered, we granted only rTSR PSUs in fiscal years 2019 and 2020.
	Performance-based deferred compensation funding below target:Deferred compensation contributions are funded 50% based on performance in the prior fiscal year. We funded the performance-based portion in fiscal year 2020 with a funding factor of 74.8%, which was the Company funding percentage used for fiscal year 2019 bonus payouts.

2020 Proxy Statement    14

Business Summary

What We Do

Flex is the manufacturing partner of choice that helps a diverse customer base design and build products that improve the world. Through the collective strength of a global workforce across 30 countries and responsible, sustainable operations, Flex delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.

We provide design, manufacturing and supply chain services through a network of over 100 locations in approximately 30 countries across five continents. We have established global scale through an extensive network of innovation labs, design centers, and manufacturing and services sites in the world’s major consumer and enterprise products markets (Asia, the Americas, and Europe) in order to serve the supply chain needs of both multinational and regional companies. Our services provide customers with a competitive advantage by delivering leading-edge manufacturing technology, supply chain expertise, improved product quality, increased flexibility, faster time to market, and overall value. Our customers leverage our services to meet their requirements throughout the entire lifecycle of their products’ entire life cycles.products.

Flex offers solutions that span from initial design through ramp-up and volume manufacturing as well as through end of life and circularity offerings. This full range of capabilities provides our customers with expertise across the entire value chain. Technology innovation is at the center of deliveringour ability to deliver these end-to-end capabilities.

For fiscal year 2020, our reporting business segments were High Reliability Solutions (“HRS”); Industrial and Emerging Industries (“IEI”); Communications & Enterprise Compute (“CEC”); and Consumer Technologies Group (“CTG”).

	HRS			IEI			CEC			CTG
	High Reliability Solutions			Industrial and Emerging Industries			Communications & Enterprise Compute			Consumer Technologies Group
	Including our health solutions business, including surgical equipment, drug delivery, diagnostics, telemedicine, disposable devices, imaging and monitoring, patient mobility and ophthalmology; and our automotive business, including vehicle electrification, connectivity, autonomous, and smart technologies.			Including energy including advanced metering infrastructure, energy storage, smart lighting, smart solar energy; and industrial, including semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks.			Including our telecom business of radio access base stations, remote radio heads and small cells for wireless infrastructure; our networking business, which includes optical, routing, and switching products for data and video networks; our server and storage platforms for both enterprise and cloud- based deployments; next generation storage and security appliance products; and rack-level solutions, converged infrastructure and software-defined product solutions.			Including our consumer-related businesses in IoT enabled devices, audio and consumer power electronics, mobile devices; and various supply chain solutions for consumer, computing and printing devices.

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In March 2020, we announced a change in organization structure as part ofFor fiscal year 2021, our strategy to further drive growthreporting business segments were Flex Agility Solutions and productivity with two focused delivery models.Flex Reliability Solutions.

Flex Forward: Our Strategy

Over the past several years, Flex has been engaged in, and continues to execute on, a long-term strategy focused on operating with discipline through continuous portfolio evolution and driving higher value-added services that align with and service our customers’ needs and requirements in order to improvedrive operating and financial results, including improvingresults. In particular, we are working to increase profit margins, capitalizingcapitalize on prior investments, streamliningmanage our investment portfoliobusiness mix, and returningreturn to strong free cash flow generation. The Company is focused on disciplined, sustainable execution on our core business processes as well as selective and disciplined growth in areas that can drive margin improvement and provide value for the Company and itsour customers. We believe that our continued business transformation is strategically positioning us to take advantage of the long-term, future growth prospects for outsourcing of advanced manufacturing capabilities,and design capabilities. This transformation is also enabling us to invest in developing our own products and engineering services and after-market services.processes that make us a stronger partner to our customers.

Fiscal Year 20202021 Highlights

Performance and Company Highlights Forfor Fiscal Year 2020

2021

During fiscal year 2020,2021, we achieved overall positive results on several fronts. Key financial highlights from the fiscal year include:

20202021 Proxy Statement16

The decrease in our fiscal year 2020 revenue was primarily driven by two factors:

Despite the revenue decline, we were able to grow all other key measures of operating performance: adjusted operating profit, adjusted EPS and adjusted FCF.

Who We Are

As part of our strategic planning and culture initiative process that started in 2019, we updated our vision and mission statements to align to our strategy as well asand to reflect our aspirations for all of our major stakeholders. We also developed a purpose statement for the first time at our companythat is intended to provide clarity and a framework for why we existFlex exists and what kind of company we want to be. Culture underlies our stakeholder experience. It alignsOur values are intended to reflect and guide our behaviors and shape our culture. We endeavor for our value-driven culture to align us as we pursue our purpose, uphold our mission, live our values, advance towardstoward our vision, and activate our strategy.

In support of cultivating an inclusive, high-performing culture, we recently introduced four specific behaviors that support our values and continued progress on our Flex Forward strategy. These statementsbehaviors, called our Ways of Working, bring our values to life through actions and are more than words on a poster, they willintended to provide a framework for how we make decisions and will influence the company culture we wishdecisions. The purpose of these behaviors is to create. Our new values are intendedenable us to reflect and guide our behaviors and shapeput our culture going forward.into practice and provide an accountability system through training and development as well as performance management systems to ensure our desired behaviors become a part of our everyday working norms.

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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 our employees, customers and investors and we aim for the social and environmental change that makes our stakeholders proud. 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 modelling 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 and Governance Committee oversees Flex’s sustainability risks and remediation efforts, including the Company’s corporate responsibility and sustainability policies and programs with respect to human rights, climate change, and social and environmental risks.

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. This 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.

2021 Proxy Statement18

2030 Sustainability Goals

In fiscal 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.

In partnership with our customers and suppliers, we are committed to:

Notable 2030 goals include:

Sustainability and Our People

Our approximately 160,000 global employees are at the core of who we are and what we do. We believe that our performance is driven by our workforce. As a result, 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.

2021 Proxy Statement19

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 newly defined 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 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. 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 ways of working. We developed and continue to execute on 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.

Inclusion & Diversity

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 inclusion and diversity. 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.

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 inclusion and diversity by establishing, publishing, and working towards corporate goals including:

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 2020, 31,996 of our employees completed 397,408 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 94% of employees completed the Flex Voice survey and the results reflected increased enthusiasm and engagement.

2021 Proxy Statement20

COVID-19 and Employee Health & Safety

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 2020, we decreased our incident rate by 21% compared to 2019. Furthermore, as a part of our 2030 Sustainability Goals, we have committed to reducing total case incident rate to below 0.2 by 2030 and to certifying all manufacturing operations with ‘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 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 is felt by every citizen, country, community, and company. At Flex, our first priority is 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 deployed the contingency and resiliency plans that are encompassed in our business continuity programs.
	Our leadership teams initiated enhanced health and safety measures across all facilities, as our foremost focus has been 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, and social distancing well before these measures were mandated.

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 this disease. With many of the products we make for our healthcare customers related to critical care becoming scarce, we ramped up our efforts to expand delivery of critical products, including ventilators, 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.

2020 Sustainability Impact

During the 2020 calendar year, we continued our focus on ESG activities as highlighted below.

Our World: Environmental and Community Achievements

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

Our Approach: Ethics, Supply Chain, Governance, and Partner Achievements

2021 Proxy Statement22

Sustainability Partnerships and Recognition

In addition to being a founding member of the RBA, we are also a member of the Responsible Minerals Initiative, Global Business Initiative on Human Rights, GRI Community, the Business for Social Responsibility Network, the Globally Promoting Responsible Waste Stewardship, the Business Ethics Leadership Alliance by Ethisphere Company, the UN Global Compact Network, the Silicon Valley Leadership Group, the Boston College Center for Corporate Citizenship, the Ellen MacArthur Foundation, and the Supplier Ethical Data Exchange. Additionally, Flex has signed the WBCSD Pledge for Access to Safe Water, Sanitation, and Hygiene at the Workplace. Finally, our CEO, who is a member of the Business Roundtable (“BRT”), signed the new BRT Statement on the Purpose of a Corporation, which declares that corporations have a role beyond meeting investors’ financial expectations.

Our commitment to sustainability has earned us positive feedback from shareholders and recognition from some of the most prestigious sustainability ratings agencies.

17 Flex SustainabilityRankings 2020

●  In February 2021, Flex was named one of the World’s Most Admired Companies by FORTUNE magazine based on nine criteria including social responsibility ●  Flex received an A- in CDP Climate Change for a second consecutive year and a historic A in Water Security ●  Flex obtained EcoVadis’ “Platinum Recognition Level” ESG rating ●  Flex received Negligible Risk (8.6) score from Sustainalytics ●  Flex was again awarded ISS’ Prime status for Corporate ESG performance ●  For the 5th consecutive year, Flex is a constituent of Financial Times Stock Exchange-Russell Group’sFTSE4Good Index, receiving a score of 4.1 out of 5 ●  Flex again qualified for inclusion in S&P Global’s Sustainability Yearbook

Further information regarding our sustainability program and achievements, including demographic data, can be found in our annual sustainability reports at flex.com/about/sustainability. The information on our website and in the sustainability report is not a part of this Proxy Statement and is not incorporated by reference.

2021 Proxy Statement23

Corporate Governance

We are proud of Flex’s legacy of corporate governance throughout the past 50+ years. We continually build on that legacy with ethical business oversight, robust risk management, and pay-for-performance compensation programs in order to assureensure accountability to our shareholders, customers, employees, and communities.

Board of Directors

Our Constitution gives our Board of Directors general powers to manage our business. The Board oversees and provides policy guidance on our strategic and business planning processes, oversees the conduct of our business by senior management, and is principally responsible for the succession planning for our key executives, including our Chief Executive Officer. We strive to maintain optimal board composition to ensure diverse, insightful and dedicated oversight of our vision, purpose, and mission.

Board Leadership Structure

Our Board of Directors believes that the most effective leadership structure for Flex at the present time is for the roles of CEO and Chair of the Board to be separated, and for the Chair of the Board to be an independent director. Flex has separated the roles of Chair and CEO since 2003. Our Board of Directors believes that having an independent Chair ensures a greater role for the independent directors in the oversight of the Company, and also provides the continuity of leadership necessary for the Board to fulfill its responsibilities. The Board retains the authority to modify this leadership structure as appropriate to best address the Company’s unique circumstancesneeds at any given time and to serve the best interests of our shareholders, customers, and employees.

Ms. Advaithi has served as our Chief Executive Officer and as a member of our Board of Directors since February 11, 2019. The Board appointed Mr. Capellas, an independent director, as Chair of the Board in 2017. The following chart demonstrates how the Company has separated these two leadership roles.

	Michael D. Capellas			Revathi Advaithi
	Board Chair				Chief Executive Officer
	•●   Oversees CEO succession •●   Oversees the board evaluation process •●   Calls meetings of the Board and independent directors •●   Provides management with feedback regarding the information that is necessary for the independent directors to effectively and responsibly perform their duties •●   Acts as a liaison between the independent directors and the CEO on sensitive/critical issues				•●   Sets strategic direction for the Company •●   Provides day-to-day leadership over Company operations •●   Focuses on execution of business strategy, growth and development •●   Sets the tone-at-the-top for company culture •●   Develops and oversees enterprise-wide initiatives

2020 Proxy Statement    18

Attendance and Meetings

Each of our directors remainsis committed to providing prudent oversight of our business through regularly scheduled meetings, special meetings, ad hoc conversations, and time spent with management. In fiscal year 2020,2021, our Board of Directors held a total of 1310 meetings, and our committees held a collective total of 29 meetings. Collectively, our Board and Committees held 38 meetings in fiscal year 2020. We institutedhave a rigorous attendance tracking program resulting in a 98%and recorded an average attendance rate of 99% (with every director attending over 75% of the Board and applicable committee meetings held during their period of service).

In fiscal year 2019, Jennifer Li did not attend over 75% of the Board and applicable committee meetings. Our shareholders expressed appropriate concern that her attendance record was not satisfactory. In response to Board and shareholder dissatisfaction shown through the level of shareholder support for the re-election of Ms. Li during last year’s annual general meeting, the Board took action to ensure well above the requisite level of director attendance. The Board determined that the reasons for Ms. Li’s attendance issuesservice in fiscal year 2019 were correctable and that Ms. Li continues to bring critical perspectives and contributions to the Board. In addition, Ms. Li made a specific commitment to attend at least 90% of the Board and applicable Committee meetings.2021).

All directors are encouraged to attend the annual general meeting, but attendance is not required. Every director who was on the Board at the time attended the Company’s 20192020 annual general meeting.

Our non-employee directors meet at regularly scheduled executive sessions without management participation. During fiscal year 2020,2021, our non-employee directors met in executive session 119 times.

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Director Independence

As required by the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Flex’s director independence guidelines incorporate the definition of “independence” adopted by The Nasdaq Stock Market LLC, where we are listed, and which we refer to as Nasdaq in this proxy statement.Nasdaq. Using these guidelines, our Board has determined that each of the Company’s directors, other than Ms. Advaithi, is independent. Ms. Jill Greenthal was determined to be independent during the period that she served as a director. This means that other than Ms Advaithi, no director hasthe directors designated as “independent” do not have any business or family relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director or has any otherwise disqualifying relationship.

In evaluatingmaking the independence determinations, the Board broadly considers all relevant facts and circumstances. Our director independence guidelines are included in our comprehensivethe Nominating and Corporate Governance Guidelines.Committee considered certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. In particular, the following relationships were considered:

Mr. Hurlston is the Chief Executive Officer of Synaptics Incorporated (“Synaptics”). Flex has purchased or sold goods and services from Synaptics on an arms’-length basis in the ordinary course of its business during fiscal year 2021. The amount that Flex paid to Synaptics, and the amount received in each fiscal year by Flex from Synaptics, did not exceed the greater of $1 million or 2% of Flex’s consolidated gross revenues.

Messrs. Capellas, Harris, Stevens, and, Watkins, and Ms. Li, are non-employee directors of other companies with respect to which Flex purchased or sold goods and services on an arms’-length basis in the ordinary course of its business during fiscal year 2021, including of ABB Ltd., Avaya Holdings Corp., Cisco Systems, Inc., Eastman Chemical Company, Masco Corporation, Maxim Integrated Products, Inc., Synaptics Incorporated, and Tenneco Inc.

Director Candidates

Our Nominating and Corporate Governance Committee strives to achieve a balance and diversity of knowledge, experience, and capabilities on our Board and to ensure that our Board has the benefit of a variety of skills derived from our directors’ business and professional experience. To that end, the Nominating and Corporate Governance Committee engages in Board succession planning by assessing the need to adjust the size of the Board or supplement the Board’s expertise in a particular substantive area, and by determining whether prospective nominees have relevant skills and experience. For more information on specific qualities and skills we look for in potential directors, see Proposal 1, which begins on page 36.

UponAs part of its continuous review of our Board composition, the Nominating and Corporate Governance Committee decided that our Board would benefit from additional expertisea broader array of perspectives and skills and engaged a third-party search firm to assist it in the area of human capital management.identifying and assessing potential director candidates. In JuneSeptember 2020, upon the recommendation of an independent director, the Board appointed a new independent director, Ms. Erin L. McSweeney. Ms. McSweeneyMr. Michael Hurlston. Mr. Hurlston brings a wealth of human capital managementbusiness and technology leadership experience, to the Board of Directors. Furthermore, in November 2020, the Board appointed a new independent director, Mr. John D. Harris II. Mr. Harris provides extensive sales and marketing expertise, along with a familiarity with the manufacturing and healthcaretechnology industries, to the Board of Directors. Both Messrs. Hurlston and Harris were identified as potential candidates by the third-party search firm.

The addition2020 additions of Ms. McSweeneyMessrs. Hurlston and Harris further enhancesenhance the diversity of background and expertise of the Board of Directors, which will aid the Company as we continue to focusexecute on hiringour strategy and retaining high-performing talent. The appointment of Ms. McSweeney, along with the othersolidify our culture. These additions to the Board underpin our commitment to fostering a diverse and inclusive workplace and inviting fresh perspectives to support and oversee management in its day-to-day operations, while maintaining a balance between the institutional wisdom and experience of Directors overlong-serving directors and the past several years, demonstrates our Boardagility and novel viewpoints of Directors’ continued focus on its compositionnewer directors. Messrs. Hurlston and refreshment and ensuring the Board of Directors is composed of members with the optimal balance of skills, diversity, experience and tenure in light of our business needs. Ms. McSweeney isHarris are being nominated by the Board of Directors for re-election by our shareholders at our 20202021 annual general meeting.

2020 Proxy Statement    19

The Nominating and Corporate Governance Committee generally recruits, evaluates, and recommends nominees for our Board based upon recommendations from our directors and management. From time to time, we retain a third-party search firm to help identify potential candidates. The Nominating and Corporate Governance Committee will also consider recommendations submitted by shareholders and will evaluate such prospective nominees using the same standards that are applicable for all Board candidates. Shareholders can recommend qualified candidates for our Board by contacting our corporate secretary at Flex Ltd., No. 2 Changi South Lane, Singapore 486123. Submissions for individuals who meet the criteria outlined above will be forwarded to the Nominating and Corporate Governance Committee for review and consideration. Shareholder recommendations for our 20212022 annual general meeting should be made before February 26, 202125, 2022 to ensure adequate time for meaningful consideration. To date, we haveWe did not receivedreceive any such recommendations from our shareholders for the 20202021 annual general meeting.

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Board’s Role in Risk Oversight

Flex’s enterprise risk management process is designed to identify risks that could affect our ability to achieve business goals and strategies, to assess the likelihood and potential impact of significant risks to the Company’s business, and to prioritize risk control and mitigation.

Our Board of Directors’ role in risk oversight involves both the full Board of Directors and each of its committees. The Board as a group is regularly updated on specific risks in the course of its review of corporate strategy and business plans and as part of reports to the Board by its standing committees. The Board believes that Flex’s leadership structure, with an independent Chair, supports the Board’s risk oversight function by ensuring a strong role for the independent directors.

Board of Directors Identifies, monitors, and mitigates the risks to Flex’s business and stakeholders Audit Committee Reviews the Company’s policies and practices with respect to risk assessment and risk management. Discusses with management the Company’s major risk exposures and the steps that have been taken to monitor and mitigate such exposures. Oversees major financial risk exposures as well as major capital structure, operational, compliance, reputational, cybersecurity, and strategic risks, including steps to monitor, manage, and mitigate those risks. Nominating and Corporate Governance Committee Oversees corporate governance policies and procedures. Regularly reviews Flex’s sustainability program including the application of social and environmental policies and procedures. Compensation Committee Oversees executive compensation, administration of our equity compensation plans, CEO succession planning, and human capital management and compensation structure. Regularly reviews our compensation practices with a view to assessing associated risks. See “Compensation Risk Assessment.” Management Our Chief Financial Officer, our General Counsel, and our Chief Ethics and Compliance Officer regularly report on the Company’s risk management policies and practices to relevant Board committees and to the full Board.

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Flex has a resiliency framework that includes crisis management, information technology, disaster recovery and business continuity planning. Combined, these programs provideform a readiness umbrella for crisis situations designed to meet the needs of our company.Company. Every crisis is situational, and the framework we have adopted is adaptable. ToFor example, to address the multifaceted implications of COVID-19, Flex has assembled a worldwide crisis management team of senior leadership, enablingwhich gives us both a centralized view of the global impact of COVID-19 and a single point of strategic orchestration. Additionally, we organized several global specialized teams were organized to focus on specific areas. Regionally, we activated seven crisis management teams, were activated, chaired by regional leaders and guidingto guide the response to COVID-19 in specified geographies for all Flex sites and operations. Finally, every major Flex site has a local crisis management team to execute actions and measures.

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Board Evaluations

Self-evaluations are a critical component of a well-functioning Board and an annual undertaking at Flex. Each year, our Nominating and Corporate Governance Committee determines the substance and structure of the evaluation for the Board, the Board committees, and each individual director based on prevailing corporate governance best practices.

Succession Planning

On at least an annual basis, the Board, with the assistance of the Compensation and People Committee, reviews and assesses succession plans for the Chief Executive Officer position as well asand for other executive officers in order to ensure that Flex continues to have the talent we need to successfully develop and execute our strategy and conduct our business. This review includes a broader discussion about developing and retaining executive talent. Directors become familiar with potential successors for key executive positions through various means, including regular organization and talent reviews, presentations to the Board, and formal and informal meetings.

Board Committees

Our Board has delegated oversight responsibility for certain risks and operations to ourits three standing committees: Audit, Compensation and People, and Nominating and Corporate Governance. Our Board standing committees are composed of members with deep levels ofThe directors who serve on each committee have in-depth and relevant experience, understandingknowledge and expertise. AllIn addition, all three standing committees are composed entirely of independent directors, andincluding, for the directors who serve on our Audit and Compensation and People Committees, alsodirectors who meet allthe heightened independence requirements prescribed by the Securities and Exchange Commission (SEC)(“SEC”) and Nasdaq for members of such committees. Our Board has adopted, and annually reviews, a charter for each standing committee. All three charters are available on our website under “Investor Relations—Corporate Governance.” All committees regularly meet in executive session without members of management present.

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Audit Committee

Members: •  Lawrence A. Zimmerman (In) •  Jill A. Greenthal (In)* •  Marc A. Onetto (In) •●  Charles K. Stevens, III (In)(Ind) •●  Michael E. Hurlston (Ind) ●  Marc A. Onetto (Ind) ●  Lay Koon Tan (In)(Ind)    Chair		Purpose: To assist the Board in overseeing Flex’s financial statements;statements, accounting and financial reporting processes and systems of internal control;control, independent auditors;auditors, capital structure and financial risk; cybersecurity;risk, cybersecurity, and compliance with legal and regulatory requirements.   Key Responsibilities: •●    Facilitate Communication:Coordinate and facilitate communication regarding our financial statements and accounting and financial reporting processes and systems of internal control among our independent auditors, our financial and senior management and our Board.   •●    Auditor Appointment & Pre-Approval of Audit Services:Decide whether toSelect, appoint and determine the compensation of our independent auditors.   •●    Enterprise Risk Management:Regularly review and guide management’s identification, monitoring, and mitigation of risk. ●    Cybersecurity: Regularly review our cybersecurity programs and policies and oversee other risks relating to the Company’s information controls and security.
Meetings during fiscal 2020:2021: 910   Average attendance during fiscal 2020:2021: 97%
Each director on our Audit Committee is financially literate and our Board has determined that Messrs. Zimmerman, Stevens and Tan qualify as “audit committee financial experts” as defined in SEC rules.

Compensation and People Committee

Delegation of Authority

When appropriate, our Compensation and People Committee may form and delegate authority to subcommittees. In addition, the Compensation and People Committee may delegate to our Chief Executive Officer its authority to grant equity awards to employees who are not directors, executive officers, or other senior level employees who report directly to the Chief Executive Officer.

Compensation and People Committee Interlocks and Insider Participation

No member of the Compensation and People Committee has ever served as an officer of Flex. None of our directors has an interlocking or other relationship with another board or compensation committee that would require disclosure under Item 407(e)(4) of SEC Regulation S-K.

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Nominating and Corporate Governance Committee

Director Education

Flex is a complex company operating in an ever-changing, multi-national geopolitical landscape. To ensure our directors stay abreast of the new and changing risks we face, we maintain a robust continuing director education program.

The key objectives of our program are to:
	Keep directors current on leading and next-level boardroom practices
	Ensure decisions and judgments are based on sound interpretations of the current and expected future environment
	Guarantee that directors understand emerging issues so that they can engage management in knowledge-based discussions about associated opportunities, risks, and challenges
	Strengthen any weaknesses of individual board members; and updatemembers
	Update directors’ knowledge onabout corporate governance issues, compliance matters and industry trends

Each year, the Nominating and Corporate Governance Committee designs the structure and substance of the annual director continuing education program.

In fiscal year 2020,2021, our director education program was conducted utilizing briefings prepared by internal experts and education sessions conducted by external experts.

The director education topics included:
	Corporate governance trends
	Executive compensationInclusion and diversity oversight and evolving best practices

We also encourage our directors to participate in appropriate educational programs offered by organizations outside of the Company, such as shareholder advisory firms, accounting firms, corporate governance trade organizations, law firms, and universities, to assist our directors in maintaining their expertise in areas related to the work of the Board and the directors’ committee assignments. The Company reimburses directors for all reasonable fees and expenses associated with attending such programs, up to $10,000 per director in any fiscal year.

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Stakeholder Engagement and Outreach

Our Board and management team engage on a year-round basis with a range of stakeholders, including not only our shareholders, but also our employees,dedicated workforce, trusted vendors, and global customers. As part of Flex’s dedication to producinghaving a positive effectimpact on all of our stakeholders including our shareholders, our dedicated workforce, our trusted vendors, and global customers, the Company has designed an engagement program that provides our stakeholders withoffers ongoing opportunities to provide feedback and influence Flex’s corporate activity and sustainable growth.

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Year-Round Shareholder Engagement

The Company’s Board of Directors and management team understand that engagement benefits both our shareholders and the Company. OngoingCompany equally. Because ongoing shareholder engagement is a priority, and we maintain a robust shareholder engagement program throughout the year. The following illustrates the key elements of our ongoing shareholder outreach and engagement throughout the calendar year:year, as shown below.

Year-Round One-on-one shareholder engagement First Quarter Share in-depth information regarding strategy and performance at Investor and Analyst Day* Publish annual report and proxy statement, discussing Board and Company activities Engage with shareholders and seek feedback on matters presented for their votes at our annual general meeting Second Quarter Hold annual general meeting of shareholders and engage directly with any shareholders which attend the Company’s annual general meeting Receive the results of the proposals presented to shareholders at the annual general meeting Third Quarter Following the annual general meeting, the Board and management discuss the results from the annual general meeting and any other feedback received from shareholders and determine if any follow-up steps or actions should be taken Determine topics and schedule for shareholder engagement Review corporate governance trends against the Company’s policies and procedures and determine if the Board should adopt enhancements to the Company’s corporate governance practices Fourth Quarter Engage with shareholders on topics such as executive compensation in order to understand shareholders’ current perspectives on our practices Engage with all stakeholders on the Company’s sustainability practices Attend and participate in investor and other events to stay on top of emerging trends or concerns and maintain shareholder engagement Review the Board composition and consider potential changes to the Board Consider shareholder feedback regarding corporate governance practices and executive compensation

20202021 Shareholder Engagement Highlights

Over the past twelve months, in addition to the other shareholder engagement activities described above, our Chair of the Board, Michael Capellas, along with certain members of our executive leadership, proactively reached out to shareholders to solicit feedback about our business, corporate governance, and our executive compensation programs in one-on-one sessions.

Our outreach included 22 firms as of March 31, 2020 representing: 74% of our share voting power We met with 16 firms to discuss governance and executive compensation representing: 61% of our share voting power 6 firms either confirmed that they had no concerns to discuss or did not respond representing: 13% of our share voting power

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During these meetings, we listened to our shareholders provide feedback on our corporateenvironmental, social, and governance practices, results of the 2019 annual general meeting, our executive compensation program,programs, policies, and procedures, as well as additional considerations. Mr. Capellas played an integral role in conducting these meetings and shared the feedback with our Board of Directors.

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2020 Focus Areas and Our Responses

Corporate Governance Policies

Built upon our dedication to corporate governance, Flex has in placeimplemented a comprehensive corporate governance framework which among the other policies and procedures governing our operations,that includes our Constitution; Code of Business Conduct and Ethics (“CBCE”CoBCE”);, Corporate Governance Guidelines;Guidelines, and Board Committee Charters. All are available on the Corporate Governance page of the Investor Relations section of our website.

Flex is a company built on relationships, and trust is the cornerstone of all relationships. We build on that trust by striving to do the right thing. Our values are shaped by a commitment to transparency, accountability, respect and inclusion.

Our CBCECoBCE provides the framework of ethics that governs our business. Among other things, our CBCECoBCE provides guidance and policy regarding ethics, compliance, harassment, conflicts of interests, antitrust and competition, bribery, insider trading, cyber and information security, and environmental protection. The CBCECoBCE applies to all of our directors, officers, and employees, and we require everyone to participate in annual training on the CBCECoBCE and related topics. In calendar year 2020, we achieved our goal to conduct in-person CoBCE training at every Flex site with direct labor employees and 99% of our employees worldwide completed CoBCE training. In keeping with SEC rules, we use the Investor Relations section of our website to disclose any substantive amendment to, or material waiver from, any provision of the CBCECoBCE that applies to our principal executive officer, principal financial officer, principal accounting officer, controller, or any individual who performs similar functions. The CoBCE is reviewed at least every three years.

The following documents are available on theOur Corporate Governance page of the Investor Relations sectionGuidelines provides guidance and policy regarding director qualifications, committee structure, director and officer share ownership, director independence, and related-party transactions. The Corporate Governance Guidelines apply to all of our website atwww.flex.com:directors and officers and are reviewed on an annual basis.

Shareholder Communications with our Board of Directors

Our shareholders may communicate with our Board of Directors by sending an e-mail to Board@flex.com. Communications submitted to this e-mail address are regularly reviewed by the Company’s CEO, CFO, or General Counsel, and are submitted to the Chair of the Board, the entire Board of Directors, or individual directors, as appropriate, depending on the facts and circumstances outlined innature of the communication. Certain itemsCorrespondence that areis unrelated to the duties and responsibilities of the Board of Directors are generallywill be redirected or excluded, as appropriate.

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Fiscal Year 20202021 Non-Management Directors’ Compensation

Non-Employee Director Compensation Program

Objective of Non-Employee Director Compensation Program

The key objective of our non-employee director compensation program is to attract and retain a diverse group of highly-qualified directors with the necessary skills, experience, and character to serve on the Company’s Board of Directors. By using a combination of cash and equity-based compensation, the Nominating and Corporate Governance Committee intends to recognize the time commitment, expertise, and potential liability relating to active Board service, while also aligning the interests of our directors with the long-term interests of our shareholders. For a further discussion of the specific experience, attributes, skills and qualifications our directors bring to the Company, see “Proposal No. 1: Re-election of Directors – Qualifications of Nominees” on page 37.

Review of Non-Employee Director Compensation Program

The Nominating and Corporate Governance Committee, annually at minimum, reviews and makes recommendations to our Board for the compensation of our non-employee directors. Management, with input and guidance from our independent compensation consultant, assists the Nominating and Corporate Governance Committee in this task by compiling director compensation data from the annual reports and proxy statements of companies in our peer comparison group. For information regarding our peer group, see “Compensation Discussion and Analysis–Competitive Positioning” (page 54).on page 56.

In fiscal year 2020,2021, the Nominating and Corporate Governance Committee retained Mercer, a wholly-owned subsidiary of MarshFrederic W. Cook & McLennan Companies,Co., Inc. (“FW Cook”), to help the Committee determine whether the compensation paid to our non-employee directors is competitive when compared to the practices of our peer group companies.peers. The Nominating and Corporate Governance Committee reviewed, among other things, the existing cash compensation of our non-employee directors and the grant date fair value of restricted share unit awards. With Mercer’sFW Cook’s assistance, the Nominating and Corporate Governance Committee also considered compensation trends and share ownership guidelines for non-employee directors. The Nominating and Corporate Governance Committee concluded that our program remains competitive.

Components of Non-Employee Director Compensation Program

Our non-employee director compensation program consists of two components:

As described in further detail below, each non-employee directorNon-employee directors can elect to receive his or hertheir annual cash compensation, or any portion thereof, in the form of fully-vested, unrestricted shares of the Company.

The share election option and structure of our non-employee director compensation program emphasizes equity compensation, which rewards increases in stock price, over cash fees. The Board of Directors believes our overall pay mix, which is consistent with peer practice, supports alignment of directors’ interests with those of Flex’s shareholders.

In addition to the compensation provided to our non-employee directors, each non-employee director is reimbursed for any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and Board committees, as well as for any fees incurred in attending continuing education courses for directors.directors up to $10,000 per director in any fiscal year.

We do not pay Management directors for Board service in addition to their regular employee compensation. The compensation paid to our Management director, Ms. Advaithi, for services provided as our CEO is discussed in the sections of this proxy statement entitledtitled “Compensation Discussion and Analysis” and “Executive Compensation.”

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Fiscal Year 20202021 Annual Compensation

Under the Singapore Companies Act, we may only provide cash compensation to our non-employee directors for services rendered in their capacity as directors with the prior approval of our shareholders at a general meeting. Our shareholders approved the current cash compensation arrangements for our non-employee directors at certain of our previous annual general meetings, with the most recent modifications approved at our 2017 annual general meeting. The current arrangements include the following annual cash retainers, all of which are paid quarterly in arrears:

The cash compensation for non-employee directors who serve less than a full quarter is pro-rated for the number of days actually served. Non-employee directors do not receive any non-equity incentive compensation or participate in any pension plan or deferred compensation plan.

At our 2013 annual general meeting of shareholders, our shareholders approved a change in the structure of our non-employee director compensation program that allows each non-employee directordirectors to receive compensation in the form of Company shares, cash, or a combination thereof, at the director’s election. Accordingly, each non-employee director can elect to receive the annual retainer(s) described above, in whole or in part, in the form of fully-vested, unrestricted Flex Ordinary Shares. A director making such an election will receive shares having an aggregate value equal to the portion of cash compensation exchanged, with the value based on the closing price of our shares on the date the compensation would otherwise behave been paid in cash.

COVID-19 Related Non-Employee Director Compensation Changes

At the end of fiscal year 2020, in light of the uncertainty created by the effects of the COVID-19 pandemic and the Company’s initiatives to reduce operating and corporate costs, our Board of Directors decreased all non-employee director cash compensation payments by 30% for the first two quarters of fiscal year 2021.

Fiscal Year 20202021 Equity Compensation

Yearly Restricted Share Unit Awards

Each non-employee director is eligible to receive grants of restricted share unit awards at the discretion of our Board of Directors. In accordance with the compensation program recommended by the Nominating and Corporate Governance Committee and approved by the Board, each non-employee director receives, following each annual general meeting, a restricted share unit award with an aggregate fair market value of $185,000 on the date of grant. These yearly restricted share unit awards vest in full on the day immediately prior to the next year’s annual general meeting. During fiscal year 2020,2021, each non-employee director received a restricted share unit awardawards covering 18,61115,866 Ordinary Shares under this program.

Initial Awards

Upon initially becoming a director of the Company, each non-employee director receives a pro-rated portion of the annual restricted share unit award granted to our continuing directors. The pro-rated award vestsThese awards vest on the date immediately prior to our next annual general meeting. In connection with her appointment to the Board on June 3, 2020, Ms. McSweeney received a restricted share unit award covering 3,097 Ordinary Shares under this program. In connection with his appointment to the Board on September 15, 2020, Mr. Hurlston received a restricted share unit award covering 14,707 Ordinary Shares. In connection with his appointment to the Board on November 23, 2020, Mr. Harris received a restricted share unit award covering 7,988 Ordinary Shares.

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Compensation for the Non-Employee Chair of the Board

In keeping with the Company’s philosophy pertaining to non-employee director compensation, the Nominating and Corporate Governance Committee seeks to provide competitive compensation to the non-employee Chair of the Board that recognizes the extensive time commitment and additional responsibilities the Chair role entails while ensuring the Chair’s interests remain aligned with the long-term interests of our shareholders. Flex’s Chair, Mr. Capellas, brings deep experience, unparalleleda dedication to serving the Company, institutional knowledge, and strong leadership to Flex.Flex, among other skills and qualifications (see also “Proposal No. 1: Re-election of Directors – Qualifications of Nominees” on page 37).

The Nominating and Corporate Governance Committee, with the assistance of both Mercer LLC (which we refer to in this proxy statement as “Mercer”) and Frederic W.FW Cook, & Co., Inc. (which we refer to in this proxy statement as “FW Cook”), reviewed the compensation of the Chair of the Board. AsBoard.As with the review of compensation for the non-employee directors generally, this review considered whether the compensation paid to our Chair was competitive when compared to the practices of our peer group of companies. The review by both Mercer and FW Cook supported the view that our Chair compensation is competitive with the market and aligned with shareholder interests.

Components of Compensation for the Non-Employee Chair

In June 2017, in connection with his appointment as Chair of the Board and as Chair and member of the Nominating and Corporate Governance Committee, Mr. Capellas elected to continue his previous practice of receiving fully-vested Ordinary Shares of the Company under the director share election program in lieu of cash compensation. In addition to the cash and equity grants described above, our non-employee Chair is entitled to receive, following each annual general meeting, an additional yearly restricted share unit award with an aggregate fair market value of $50,000 on the date of grant. These shares will vest on the day immediately prior to the next year’s annual general meeting.

Additionally, while Company aircraft are generally used for Company business only, our Chair of the Board may be permitted to use the Company aircraft for personal travel if it is not needed for business purposes at the time. In such cases, the Chair is required to reimburse the Company for the incremental costs related to his use of the aircraft. We calculate the incremental cost to the Company for use of Company aircraft by using an hourly rate, based on the variable operational costs of each flight, for each flight hour. In fiscal year 2020, Mr. Capellas did not use Company aircraft for personal use.

Special Grant to the Chair for CEO Transition and Onboarding Leadership and Support; Waiver of Substantial Fiscal Year 2020 Compensation

During our recent CEO transition and onboarding, Mr. Capellas spearheaded the CEO search and provided crucial stability and leadership. Mr. Capellas demonstrated his extraordinary commitment through his engagement in countless meetings with members of the Board, management, executive search firms, CEO candidates, and shareholders. He provided valuable mentoring and coaching to our CEO. His experience, around-the-clock dedication, and leadership were critical, and resulted in a smooth and effective CEO transition and onboarding that benefited the Company and our shareholders.

In recognition of Mr. Capellas’ crucial role and his undertaking responsibilities beyond his duties as Chair relating to the CEO search, transition, and onboarding, in June 2019, the disinterested members of the Board, upon the recommendation of the Nominating and Corporate Governance Committee, approved a special grant to Mr. Capellas of 41,854 restricted share units. This additional compensation was paid solely in connection with the CEO transition and onboarding, which concluded in fiscal year 2020 and there will be no additional, related compensation.

Mr. Capellas elected to decline the annual equity portion of both his director grant and additional grant as Chair, together valued at $235,000, to which he was entitled. Further, Mr. Capellas also elected to waive his entitlement to the portion of his annual retainer (equal to $81,495 for Board and committee compensation) for the period from September 28, 2019, to March 31, 2020.

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Mr. Capellas’ decreasing remuneration from fiscal year 2019 to fiscal year 2021 is illustrated below.

While not required, in furtherance of his commitment to Flex and our shareholders, Mr. Capellas has held all Flex equity granted to him during his entire tenure as a Flex director.