Flex (FLEX) Proxy filing summary

Executive summary

• Achieved record financial results in fiscal 2026: $27.9B revenue (up 8%), adjusted operating margin of 6.3%, and adjusted EPS of $3.30, with $1.06B in free cash flow and $944M returned to shareholders via repurchases.

• Announced spin-off of Cloud and Power Infrastructure (CPI) segment into a new public company, targeted for Q1 2027, to sharpen focus on advanced manufacturing and unlock shareholder value.

• Leadership transition planned: CEO to lead SpinCo post-spin, with Michael Hartung to become CEO of the remaining business.

• Continued investment in automation, AI, power, and sustainability, with a global workforce of 150,000 and operations in 30+ countries.

Voting matters and shareholder proposals

• Shareholders to vote on: re-election of nine directors, re-appointment of Deloitte & Touche LLP as auditors, advisory vote on executive compensation, authorization to issue ordinary shares, and renewal of the share repurchase mandate.

• All proposals recommended for approval by the Board.

• Shareholder proposals for the 2027 AGM must be received by February 24, 2027.

Board of directors and corporate governance

• Board comprises nine nominees, 78% independent, with diverse skills and backgrounds; average tenure is 8 years.

• Annual board and committee evaluations, robust succession planning, and regular refreshment of committee leadership.

• Strong governance practices: annual director elections, share ownership guidelines, prohibition on hedging/pledging, and active stakeholder engagement.