STOCK TITAN
  1. Home
  2. Sec-filings
  3. FLEX
  4. [8-K] FLEX LTD. Reports Material Event

Flex Ltd. (NASDAQ: FLEX) wins $2.0B share repurchase and 20% buyback mandate

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Flex Ltd. reported results of its 2026 Annual General Meeting held on August 5, 2026. There were 366,389,554 Ordinary Shares entitled to vote and 323,004,668 were represented in person or by proxy. Shareholders re-elected all nine directors, re-appointed Deloitte & Touche LLP as independent auditors for the 2027 fiscal year, approved on a non-binding, advisory basis the compensation of named executive officers, and granted the Board a general authorization to allot and issue Ordinary Shares.

Shareholders also renewed the Share Purchase Mandate, permitting Flex to purchase or otherwise acquire up to 20% of its issued and outstanding Ordinary Shares as of the meeting date. Following this approval, the Board authorized management to continue the company’s share repurchase plan for issued Ordinary Shares in an aggregate amount not to exceed $2.0 billion. Repurchases may be made in the open market under SEC Rule 10b-18, with timing and volume dependent on price, market conditions and legal requirements, and the program may be suspended or terminated at any time.

Positive

  • Shareholders renewed a Share Purchase Mandate allowing repurchases of up to 20% of issued and outstanding shares and the Board authorized continuation of a share repurchase plan with an aggregate capacity of up to $2.0 billion, supporting potential capital returns.

Negative

  • None.

Insights

Analyzing...

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Shares entitled to vote 366,389,554 Ordinary Shares Ordinary Shares entitled to be voted at the 2026 Annual General Meeting
Shares voted 323,004,668 Ordinary Shares Ordinary Shares voted in person or by proxy at the 2026 Annual General Meeting
Share Purchase Mandate limit 20% of issued and outstanding Ordinary Shares Maximum portion of issued and outstanding shares the company may purchase under renewed mandate
Share repurchase plan capacity $2.0 billion Aggregate amount not to be exceeded under Board-authorized share repurchase plan
CEO director election votes for 301,282,808 Votes cast “For” Revathi Advaithi’s re-election to the Board of Directors
Say-on-pay votes for 225,019,031 Votes cast “For” the non-binding advisory resolution on named executive officer compensation
Share Purchase Mandate financial
"approved the renewal of the Company’s Share Purchase Mandate permitting the Company to purchase"
A share purchase mandate is formal permission granted to a company’s board to buy back its own stock up to a set limit and timeframe. For investors, it matters because buybacks reduce the number of shares available, which can raise earnings per share and share price, signal management’s confidence, and use company cash that might otherwise be spent on growth or dividends—like a bakery buying back gift certificates so each remaining certificate represents a bigger slice of the business.
non-binding, advisory basis regulatory
"The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
allot and issue Ordinary Shares financial
"The shareholders approved a general authorization for the Company’s Board of Directors to allot and issue Ordinary Shares."
Rule 10b-18 regulatory
"Share repurchases, if any, will be made in the open market and in compliance with SEC Rule 10b-18."
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Inspector of Elections regulatory
"The Company’s Inspector of Elections certified the following vote tabulations from the Annual General Meeting"
An inspector of elections is an independent person or firm appointed to oversee and verify shareholder voting at corporate meetings, ensuring ballots and proxies are collected, validated and accurately counted. Like a neutral referee or scoreboard operator, they protect the integrity of votes that decide board members, mergers or other major actions, so investors can trust that outcomes reflect the true will of shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What key decisions were made at Flex (FLEX) 2026 Annual General Meeting?
Flex shareholders re-elected nine directors, re-appointed Deloitte & Touche LLP as 2027 auditors, approved executive compensation on a non-binding basis, authorized the Board to allot and issue Ordinary Shares, and renewed a Share Purchase Mandate for up to 20% of issued and outstanding shares.

How many Flex (FLEX) shares were eligible to vote and actually voted at the 2026 AGM?
There were 366,389,554 Ordinary Shares entitled to vote at Flex’s 2026 AGM, and 323,004,668 Ordinary Shares were voted in person or by proxy, indicating a high level of shareholder participation in the meeting’s decisions.

What share repurchase authority did Flex (FLEX) receive from shareholders in August 2026?
Shareholders approved renewing Flex’s Share Purchase Mandate, permitting the company to purchase or acquire up to 20% of its issued and outstanding Ordinary Shares as of the AGM date, providing broad authorization for future buybacks subject to Board decisions.

What is the size of Flex (FLEX) share repurchase plan authorized by the Board?
Flex’s Board authorized management to continue a share repurchase plan for issued Ordinary Shares in an aggregate amount not to exceed $2.0 billion. Repurchases, if any, may occur in the open market under SEC Rule 10b-18, depending on market and legal factors.

Was Flex (FLEX) executive compensation approved by shareholders in 2026?
Yes. Shareholders approved, on a non-binding, advisory basis, the compensation of Flex’s named executive officers. While advisory, this “say-on-pay” vote provides feedback to the Board regarding its executive pay programs and their alignment with shareholder interests.

Who will serve as Flex (FLEX) independent auditors for the 2027 fiscal year?
Shareholders re-appointed Deloitte & Touche LLP as Flex’s independent auditors for the 2027 fiscal year and authorized the Board of Directors, upon recommendation of the Audit Committee, to fix their remuneration, continuing the company’s existing external audit relationship.
0000866374falseSG00008663742026-08-052026-08-05


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2026
FLEX LTD.
(Exact Name of Registrant as Specified in Its Charter)
Singapore0-2335498-1773351
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
12515-8 Research Blvd, Suite 300, Austin, Texas
78759
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (512) 425-7929
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, No Par Value
FLEX
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐



Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 5, 2026, Flex Ltd. (the “Company”) held its 2026 Annual General Meeting. There were 366,389,554 Ordinary Shares entitled to be voted and 323,004,668 Ordinary Shares were voted in person or by proxy at the Annual General Meeting.

At the Annual General Meeting:

(1)    The shareholders re-elected the nine (9) nominees for director.
(2)    The shareholders re-appointed Deloitte & Touche LLP as the Company’s independent auditors for the 2027 fiscal year and authorized the Company’s Board of Directors, upon the recommendation of the Audit Committee of the Board of Directors, to fix their remuneration.
(3)    The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
(4)    The shareholders approved a general authorization for the Company’s Board of Directors to allot and issue Ordinary Shares.
(5)    The shareholders approved the renewal of the Company’s Share Purchase Mandate permitting the Company to purchase or otherwise acquire up to 20% of its own issued and outstanding Ordinary Shares as of the date of the Annual General Meeting.

The Company’s Inspector of Elections certified the following vote tabulations from the Annual General Meeting:

Board of Directors:Broker
NomineeForAgainstAbstainNon-Votes
Revathi Advaithi301,282,8082,602,409130,90618,988,545
John D. Harris II302,352,3171,533,309130,49718,988,545
Michael E. Hurlston233,420,25570,461,618134,25018,988,545
Erin L. McSweeney301,171,3432,719,042125,73818,988,545
Charles K. Stevens, III299,209,4824,680,242126,39918,988,545
Maryrose Sylvester294,882,2578,793,495340,37118,988,545
Lay Koon Tan291,451,44112,431,302133,38018,988,545
Patrick J. Ward301,046,0542,843,789126,28018,988,545
William D. Watkins289,546,89514,334,858134,37018,988,545
Broker
ForAgainstAbstainNon-Votes
Re-appointment of Deloitte & Touche LLP as301,534,95121,242,936226,781—
the Company's independent auditors for the
2027 fiscal year and to authorize the Board of
Directors, upon the recommendation of the
Audit Committee of the Board of Directors, to
fix their remuneration
2

Broker
ForAgainstAbstainNon-Votes
Non-binding, advisory resolution relating to225,019,03178,671,585325,50718,988,545
the compensation of the Company's named
executive officers
Broker
ForAgainstAbstainNon-Votes
General authorization for the Board of288,781,73515,076,272158,11618,988,545
Directors to allot and issue Ordinary Shares
Broker
ForAgainstAbstainNon-Votes
Renewal of the Share Purchase Mandate295,517,1457,464,1331,034,84518,988,545
relating to acquisitions by the Company of
up to 20% of its issued and outstanding
Ordinary Shares as of the date of the Annual
General Meeting


Item 8.01    Other Events.

The Company announced that it has received shareholder approval to purchase up to 20% of the Company’s issued and outstanding Ordinary Shares, and the Company’s Board of Directors has authorized management to continue its share repurchase plan for the Company’s issued Ordinary Shares in an aggregate amount not to exceed $2.0 billion. Share repurchases, if any, will be made in the open market and in compliance with SEC Rule 10b-18. The timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions and applicable legal requirements. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice.
3


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FLEX LTD.
Date: August 7, 2026
By:/s/ Kevin Krumm
Name:Kevin Krumm
Title:Chief Financial Officer

4

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Other Documents