Flex (FLEX) Proxy filing summary

Executive summary

• Announced intent to spin off the Cloud and Power Infrastructure segment into a new independent, publicly traded company (SpinCo), targeted for completion in Q1 2027 and intended to be tax-free for shareholders.

• SpinCo will focus on critical digital and electrical infrastructure for AI data centers and mission-critical applications, while the remaining business will concentrate on advanced manufacturing for diversified end markets.

• Both companies are expected to benefit from sharpened strategic focus, distinct financial profiles, and tailored capital allocation policies.

• SpinCo is projected to achieve 65–75% revenue growth in fiscal 2027 and 80%+ in fiscal 2028, while Flex targets low- to mid-single-digit growth and continued margin expansion.

• Leadership transitions include Revathi Advaithi as CEO of SpinCo and Michael Hartung as CEO of Flex, with Advaithi also serving as Flex's Chairman for a transitional period.

Voting matters and shareholder proposals

• The spin-off is subject to final approval by the Board of Directors, requisite shareholder approval, receipt of a tax opinion, and SEC registration effectiveness.

• Flex will file a proxy statement on Schedule 14A and a Form 10 registration statement for SpinCo with the SEC, and shareholders are urged to review these documents when available.

Board of directors and corporate governance

• Revathi Advaithi will serve as CEO of SpinCo and Chairman of Flex's Board for a transitional period; Michael Hartung will become CEO of Flex.

• Additional details on board composition and broader leadership teams will be provided closer to the transaction date.