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Flex (NASDAQ: FLEX) updates 2027 executive incentive bonus plan

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

Rhea-AI Filing Summary

Flex Ltd. approved its Annual Incentive Bonus Plan for fiscal 2027, giving executive officers the opportunity to earn cash bonuses tied to performance. Awards will be based on operating profit, free cash flow and revenue targets at the company level, with different metrics and weightings possible by role.

Target bonus opportunities are set at 165% of base salary for the Chief Executive Officer, 115% for the Chief Financial Officer, and 100%–110% for other named executive officers. Actual payouts for each metric can range from 30% of target for operating profit and revenue, and 50% for free cash flow, up to a maximum of 200% of target. Company operating profit acts as a funding metric that can shift payouts by +/- 20 percentage points versus the enterprise-wide bonus level, and individual performance can add a further +/- 10 percentage-point adjustment.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
CEO target bonus 165% of base salary Annual Incentive Bonus Plan for fiscal 2027
CFO target bonus 115% of base salary Annual Incentive Bonus Plan for fiscal 2027
Other NEO targets 100%–110% of base salary Other named executive officers under 2027 plan
Threshold payout operating profit 30% of target Minimum payout level per operating profit component
Threshold payout revenue 30% of target Minimum payout level per revenue component
Threshold payout free cash flow 50% of target Minimum payout level per free cash flow component
Maximum payout 200% of target Cap for each metric, including modifier
Operating profit funding adjustment +/- 20 percentage points Adjustment versus enterprise-wide bonus payout level
Annual Incentive Bonus Plan financial
"approved the Company’s Annual Incentive Bonus Plan for fiscal year 2027"
free cash flow financial
"Performance measures under the plan will be: operating profit, free cash flow and revenue targets"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
non-GAAP measures financial
"the plan uses adjusted, non-GAAP measures"
Financial results that companies present using formulas or adjustments different from standard accounting rules (GAAP) to highlight what management considers the business’s ongoing performance. Investors care because these figures can make trends or profitability look clearer—like showing a car’s fuel efficiency after removing unusual trips—but they can also hide one‑time costs or aggressive assumptions, so comparing them with GAAP numbers helps judge reliability.
extraordinary items financial
"discretion to exclude extraordinary items or events that have an unanticipated impact"
Compensation and People Committee financial
"as determined by the Compensation and People Committee"
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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): June 11, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Executive Compensation

Annual Incentive Bonus Plan for Fiscal 2027

On June 11, 2026, the Board of Directors (the “Board”) of Flex Ltd. (the “Company”) approved the Company’s Annual Incentive Bonus Plan for fiscal year 2027. The plan provides the Company’s executive officers with the opportunity to earn annual cash bonuses based upon the achievement of pre-established performance goals. Performance measures under the plan will be: operating profit, free cash flow and revenue targets at the Company level. The plan allows awards to provide for different metrics, target levels and weightings for different executives. The Board, or the Board’s Compensation and People Committee, if so delegated by the Board, maintains the authority to adjust award payouts upon evaluation of each bonus award in the context of the Company’s overall performance.

Under the Annual Incentive Bonus Plan, target award opportunities are set at various percentages of base salary, which will be: 165% of base salary in the case of the Chief Executive Officer; 115% of base salary in the case of the Chief Financial Officer; and between 100% and 110% of base salary in the cases of other named executive officers. Actual payout opportunities for each bonus component will range from a threshold of 30% of target for operating profit, 30% of target for revenue, and 50% of target for free cash flow, to a maximum of 200% of target (for all metrics, inclusive of the modifier described below), in each case based on achievement of the performance measures. If the Company fails to achieve the threshold level for any performance measure, no payout is awarded for that measure. If the Company fails to achieve the threshold level for all performance measures, the bonus payout will be capped at the target level. In addition, Company operating profit will be a funding metric for all Company bonus plans, including the executive plan, such that actual bonus payouts for executives may increase or decrease based on the level of Company operating profit (within +/- 20 percentage points) versus the enterprise-wide bonus payout level. Actual bonus payouts based on achievement of performance goals will be subject to modification by up to +/- 10 percentage points depending on each executive officer’s individual performance as determined by the Compensation and People Committee. For purposes of calculating performance under the Annual Incentive Bonus Plan, the Compensation and People Committee has discretion to exclude extraordinary items or events that have an unanticipated impact, corporate transactions (including acquisitions or dispositions), and other unusual or nonrecurring items. For purposes of determining achievement of award opportunities, the plan uses adjusted, non-GAAP measures.
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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: June 12, 2026
By:/s/ Kevin Krumm
Name:Kevin Krumm
Title:Chief Financial Officer

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Source: View Original Filing on SEC EDGAR

FAQ

What executive bonus plan did FLEX approve for fiscal 2027?

Flex Ltd. approved an Annual Incentive Bonus Plan for fiscal 2027. It offers executive officers cash bonuses based on operating profit, free cash flow, and revenue targets set at the company level.

What are the FLEX CEO and CFO bonus targets under the 2027 plan?

The FLEX CEO’s target bonus is 165% of base salary, and the CFO’s target is 115% of base salary. Other named executive officers have targets between 100% and 110% of base salary.

What performance metrics drive FLEX executive bonuses in 2027?

FLEX executive bonuses depend on operating profit, free cash flow, and revenue performance. These are measured at the company level, with potential for different metric weightings by individual executive role.

How large can FLEX annual bonus payouts be versus target?

Each bonus component can pay from 30%–50% of target at threshold up to 200% of target at maximum, depending on performance. Operating profit and revenue start at 30% of target, free cash flow at 50%.

How can FLEX operating profit affect executive bonus funding?

Company operating profit is a funding metric for all company bonus plans. It can shift actual bonus payouts for executives by up to plus or minus 20 percentage points versus the enterprise-wide bonus payout level.

Can FLEX adjust 2027 bonus payouts for individual performance?

Yes. The Compensation and People Committee may adjust payouts by up to +/- 10 percentage points based on each executive officer’s individual performance against expectations under the plan.

Does FLEX use non-GAAP measures in its 2027 bonus plan?

Yes. For determining award achievement, the plan uses adjusted, non-GAAP measures. The Compensation and People Committee may exclude extraordinary items, corporate transactions, and other unusual or nonrecurring items.

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