Flex (FLEX) Proxy filing summary

Executive summary

• Investors including General Catalyst, Koch Equity Development and co-investors agreed to invest $2.0 billion in Axiom Series A convertible preferred stock at an initial enterprise value of $37.5 billion.

• Proceeds are intended to fund part of Axiom’s pending EPC Power acquisition, repay related bridge financing, pay preferred dividends or support general corporate purposes; the acquisition is expected to close in Q4 2026.

• The planned separation of Axiom into an independent public company is expected in Q1 2027; committed term-loan financing was separately secured for the balance of the EPC Power acquisition.

Voting matters and shareholder proposals

• A Schedule 14A proxy statement is planned to seek shareholder approval of the proposed Spin-Off; Axiom filed its Form 10 on September 15, 2026.

• The Spin-Off is expected in Q1 2027 and would distribute approximately 88.0%–94.0% of Axiom shares pro rata to shareholders.

Board of directors and corporate governance

• Following the Spin-Off, GC Creation Fund III may nominate one Axiom director while it and affiliates retain at least 50% of their initial preferred-stock holdings; the nominee must meet applicable legal, Nasdaq and board criteria.

• Preferred holders receive specified consent rights over senior or parity securities, adverse changes to preferred terms, certain post-Spin-Off debt and affiliate transactions.