Flex (FLEX) Proxy filing summary

Executive summary

• Plans to spin off the Cloud and Power Infrastructure segment into an independent, publicly traded company (SpinCo) are underway, with leadership and board appointments outlined for both entities.

• The spin-off aims to enhance strategic focus, financial flexibility, and value creation for shareholders, with anticipated tax-free treatment for U.S. federal income tax purposes.

• Forward-looking statements highlight potential risks, including regulatory approvals, market impacts, and operational challenges associated with the spin-off.

Voting matters and shareholder proposals

• Shareholder approval is being sought for proposals related to the spin-off, with proxy materials to be filed and disseminated.

• Directors and executive officers may participate in proxy solicitation, with details on their holdings and compensation disclosed in recent filings.

Board of directors and corporate governance

• Bill Watkins is expected to serve as non-executive Chairman of SpinCo's Board, while Revathi Advaithi will be CEO of SpinCo and transitional Non-Executive Chairman of Flex.

• Michael Hartung is expected to become CEO of Flex post-spin-off, with additional leadership roles for both companies detailed.