Flex (FLEX) Proxy filing summary

Executive summary

• The company is executing a major spinoff, separating its cloud and power infrastructure business into an independent, publicly traded entity, referred to as Spinco.

• Leadership teams for both the remaining company and Spinco have been announced, with a focus on internal talent and strategic external hires.

• The spinoff is positioned as a generational opportunity, especially given the global AI infrastructure build-out and anticipated long-term demand for compute power.

• The transition involves complex legal, operational, and IT separation, with phased milestones through November and a focus on minimizing disruption to customers and employees.

• Both companies are expected to benefit from enhanced strategic focus, financial flexibility, and value creation for shareholders.

Voting matters and shareholder proposals

• Shareholders will be asked to approve spin-off related proposals via a proxy statement on Schedule 14A.

• The allocation ratio for Spinco shares to existing shareholders will be determined and announced with the Form 10 filing, expected in September.

Board of directors and corporate governance

• Two separate boards will be established for the remaining company and Spinco, with leadership teams designed to ensure operational continuity and strategic focus.

• Legal and governance teams are focused on preserving contractual continuity and stakeholder trust during the transition.