Flex (FLEX) Proxy filing summary

Executive summary

• Proposed spin-off would separate the Cloud & Power Infrastructure business into Axiom; shareholders are expected to receive 88%–94% of Axiom pro rata in Q1 2027, subject to shareholder, Singapore High Court and other conditions.

• The board cited clearer investment profiles, focused capital allocation and management, and strategic flexibility; it concluded expected benefits outweighed higher standalone costs, execution risk and reduced diversification.

• Axiom reported FY26 net sales of $6.6B, up 38% YoY; Power was $2.1B and Cloud & Cooling $4.5B. Its top two customers represented 64% of FY26 revenue.

Voting matters and shareholder proposals

• The Nov. 2, 2026 meeting asks shareholders to approve a one-for-one bonus issuance, capital reduction and distribution, and $50,000 annual additional compensation for the Lead Independent Director.

• Bonus issuance may capitalize up to $5.5B of reserves or profits; the bonus shares are to be cancelled immediately through a court-approved capital reduction of up to $6.3B.

• Bonus issuance requires a simple majority and the capital reduction/distribution requires at least three-fourths of shares present and voting; the proposals are interconditional and require High Court approval.

• The Lead Independent Director compensation proposal requires a simple majority; compensation may be paid in cash, shares or a combination at the director’s election.

Board of directors and corporate governance

• The board unanimously approved the spin-off and recommended FOR votes on all three proposals; approval was made on Sept. 11, 2026, subject to shareholder and High Court approvals.

• After separation, Revathi Advaithi is expected to lead Axiom as CEO and serve as non-executive chair of the other board for a transition of up to 24 months; a Lead Independent Director role is planned.

• Axiom expects a seven-member board, with a majority independent, divided into three classes with staggered three-year terms; nine seats are authorized, leaving two vacant at launch.

• Planned Axiom committees are Audit, Compensation and People, and Nominating and Governance, each composed exclusively of independent directors; the governance committee will oversee sustainability policies and programs.