UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) April 5, 2006
SOLECTRON CORPORATION
(Exact name of registrant as specified in charter)
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| Delaware
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1-11098
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94-2447045 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 847 Gibraltar Drive, Milpitas, California
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95035 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (408) 957-8500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)). |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)). |
SECTION 1 – Registrant’s Business and Operations
ITEM 1.01 Entry into a Material Definitive Agreement
Board Compensation
On April 5, 2006, the Solectron Board of Directors conducted its annual review of director
compensation and approved an update to the independent, non-employee director compensation
policy disclosed in the Current Report on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on February 28, 2005 and in Solectron’s Definitive Proxy Statement filed with
the SEC on December 8, 2005. The update was based on recommendations from the Executive
Compensation and Management Resources Committee, which analyzed external benchmarking data
provided by the Committee’s independent compensation consulting firm. The updated policy offers
an equity compensation package that the Board believes is commensurate with other public
companies and better aligns director and shareholder interests.
Effective immediately, each independent, non-employee director will receive an annual stock
option on December 1 to purchase 40,000 shares of Solectron common stock, an increase of 20,000
shares. The fair market value options vest monthly over twelve months. Pursuant to the updated
compensation policy, on April 5, 2006, each independent director received an option for 20,000
shares (with vesting credit for the period 12/1/05 to 4/5/06) as a supplemental grant to the
20,000 option shares each received on December 1, 2005.