Skip to main content

FLEX LTD.

For the period ended Nov 2, 2026. Filed Oct 5, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 2, 2026 · Filed Oct 5, 2026

Use the contents to explore the available documents and sections.

FLEX$69.78+4.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

☒Filed by the Registrant
☐Filed by a party other than the Registrant

Check the appropriate box:

☐Preliminary Proxy Statement
☐CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Letter to Shareholders

Your Vote is Very Important

Dear Shareholders of Flex Ltd.,

The planned separation of our Cloud and Power Infrastructure segment into Axiom Solutions International, Inc. (“Axiom”), an independent publicly traded company, marks another important milestone in Flex’s transformation. By creating two focused companies with distinct strategies and opportunities, we believe the separation will sharpen strategic focus and position both Flex and Axiom to create long-term value for customers and shareholders.

The completion of this spin-off is subject to the approval of Flex’s Board of Directors, our shareholders, and the High Court of the Republic of Singapore (“High Court Approval”). Upon receiving these approvals and completing the transaction, Flex will continue to advance its leadership as a diversified technology, manufacturing, and supply chain partner, while Axiom will emerge as a high-growth critical digital and electrical infrastructure company, bringing together power, thermal management and compute at the system level to support AI data centers and other mission-critical applications.

Thespin-off will be effected through a distribution of between approximately 88.0% and 94.0% of all issued and outstanding shares of Axiom common stock, by way of a distributionin specie to Flex shareholders of record on apro rata basis as of the Record Date. For each ordinary share in the capital of Flex (“Flex ordinary shares”) held as of the Record Date, each Flex shareholder will receive an aggregate number of shares of Axiom common stock, to be determined prior to the Distribution Date. Axiom shares will be issued in book-entry form only; no physical share certificates will be distributed. The Distribution will be effected by way of a court-approved capital reduction (the “Capital Reduction”) under the Companies Act 1967 of Singapore (the “Singapore Companies Act”).

Following the separation, Flex’s ordinary shares will continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “FLEX” and, subject to requisite approvals, Axiom common stock is expected to be listed on Nasdaq under the symbol “AXM.” You do not need to take any action or pay any consideration to receive your Axiom shares, nor will you need to surrender or exchange your Flex shares.

We expect the Distribution of Axiom common stock to betax-free to Flex shareholders for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares. We recommend that you consult your tax advisor regarding the specific tax consequences of the Distribution, including any state, local, ornon-U.S. tax implications.

We encourage you to review the enclosed proxy statement, which provides important information about thespin-off, Axiom’s business, financial condition, and operations, as well as the Distribution process.

Flex’s Board of Directors believes this separation will maximize value for all Flex shareholders by creating two focused companies—Flex, which can concentrate more fully on the high-complexity markets where its capabilities and scale create the greatest advantage, and Axiom, focused on meeting the growing demand for power-dense infrastructure across AI data centers and mission-critical applications.

i

The Flex Board of Directors unanimously (i) determined that thespin-off is advisable and in the best interests of Flex, (ii) approved and declared advisable and in the best interests of Flex the Capital Reduction, the Distribution and, subject to receipt of the affirmative vote by the holders of at least three-fourths of the Flex ordinary shares present and voting at the extraordinary general meeting as is required in order to approve the proposal to approve the Capital Reduction and the Distribution (the “Capital Reduction and Distribution Proposal”) and the High Court Approval, the completion by Flex and its subsidiaries of thespin-off and (iii) directed that the Capital Reduction and Distribution Proposal be submitted to the Flex shareholders for approval. The Flex Board of Directors also approved and directed that the Bonus Issuance Proposal be submitted to Flex shareholders for approval and recommended that Flex shareholders vote in favor of the resolution relating to the Bonus Issuance Proposal, which will allow Flex to effectuate the Capital Reduction. Upon the terms and subject to the conditions of the Separation Agreement (as defined below), the Flex Board of Directors recommended that Flex shareholders vote in favor of the resolution relating to the Capital Reduction and Distribution Proposal.

The resolutions relating to the Bonus Issuance Proposal and the Capital Reduction and Distribution Proposal are inter-conditional upon one another. This means that if any of the aforementioned resolutions is not approved, the other resolution will not be passed. Shareholders should further note that the implementation of the aforementioned resolutions is contingent upon the receipt of the High Court Approval.

In addition, as part of our ongoing commitment to strong corporate governance, the Flex Board of Directors has established a new Lead Independent Director position and approved the additional annual cash compensation payable for this position, subject to the approval of Flex shareholders, as required under the Singapore Companies Act. Accordingly, the Flex Board of Directors approved and directed that the proposal to approve the additional annual cash compensation payable to the Lead Independent Director (the “LID Compensation Proposal”) be submitted to Flex shareholders for approval and recommended that Flex shareholders vote in favor of the resolution relating to the LID Compensation Proposal.

The Flex Board of Directors recommends that you vote “FOR” the Bonus Issuance Proposal, “FOR” the Capital Reduction and Distribution Proposal and “FOR” the LID Compensation Proposal.

Thank you for your continued trust in Flex. I am confident in the opportunities ahead for both Flex and Axiom.

Regards,

Revathi Advaithi

CEO

October 5, 2026

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Bonus Issuance, Capital Reduction and Distribution or the Common Stock to be issued in the Separation and Distribution or determined whether this proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

This letter and the accompanying notice of extraordinary general meeting and proxy statement are dated October 5, 2026 and are expected first to be mailed to shareholders of Flex Ltd. on or about that date.

ii

November 2, 2026 2:00 p.m., Central time Flex Ltd. 12515-8 Research Blvd, Suite 300 Austin, TX 78759 U.S.A. Vote via Internet at www.proxyvote.com Vote by Mail Sign and return your proxy card in the postage-paid envelope Vote in Person at the Meeting on November 2, 2026 at 2:00 p.m., Central time Please refer to Flex’s proxy materials or the information forwarded by your bank or other holder of record to see which voting methods are available to you.Notice of Extraordinary General Meeting of Shareholders To Be Held on November 2, 2026 To Flex shareholders: You are cordially invited to attend, and notice is hereby given of, the extraordinary general meeting of shareholders of Flex Ltd. (the “Company” or “Flex”), which will be held at its offices located at 12515-8 Research Blvd, Suite 300, Austin, TX 78759 U.S.A., at 2:00 p.m., Central time, on November 2, 2026, for the purposes summarized below and described in more detail in the accompanying proxy statement. We encourage you to read the entire proxy statement, including the Annexes referred to herein, carefully before voting. Unless the context requires otherwise, references in this notice and the proxy statement to “Flex,” the “Company,” “we,” “us,” “our” and similar terms mean Flex Ltd. or, as the case may be, Flex Ltd. and its subsidiaries. Flex is incorporated in the Republic of Singapore under the Companies Act 1967 of Singapore, which is referred to as the “Singapore Companies Act.”

i

Important Notice Regarding Electronic Availability of Proxy Statement

We are pleased to furnish proxy materials to our shareholders on the Internet, as permitted by Securities and Exchange Commission (“SEC”) rules. Commencing on or about October 5, 2026, we will mail and make available to our shareholders (including all of our registered shareholders) the notice and accompanying proxy statement.

Proxy Voting Matters

You may revoke your proxies at any time before they are voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

Voting Matters at the Extraordinary General Meeting

Flex is asking shareholders to vote on three proposals at the meeting:

(a)To approve the proposed issuance of one (1) Bonus Share for every one (1) existing Flex ordinary share held by each Flex shareholder of record as of the Record Date (as defined below) (the “Bonus Issuance Proposal”).
(b)To approve the proposed court-approved capital reduction to be carried out by Flex pursuant to Section 78G of the Singapore Companies Act, in order to effect the distribution in specie of between approximately 88.0% and 94.0% of all issued and outstanding shares of Spinco common stock immediately prior to the distribution to Flex shareholders on a pro rata basis based on the number of Flex ordinary shares held by each Flex shareholder of record as of the Record Date (the “Capital Reduction and Distribution Proposal”).
(c)To approve the additional annual cash compensation of $50,000 payable to the Lead Independent Director for services rendered as Lead Independent Director, in addition to the regular cash compensation payable to a member of the Flex Board of Directors for services rendered as a director and for service on any committees of the Flex Board of Directors, including service as chair of any such committees of the Flex Board of Directors; and the Lead Independent Director shall receive his or her compensation in the form of Company shares, cash, or a combination thereof at the election of the Lead Independent Director (the “LID Compensation Proposal”).

Flex shareholders should note that Ordinary Resolution No. 1 and Special Resolution No. 2 (collectively, the “Spin-Off Resolutions” and each, a “Spin-Off Resolution”) are inter-conditional upon one another. This means that if either of the Spin-Off Resolutions is not approved, the other Spin-Off Resolution will not be passed. Shareholders should further note that the implementation of the Spin-Off Resolutions is contingent upon the receipt of the High Court Approval.

Resolutions Proposed for Shareholder Approval as Special Business

To consider and, if thought fit, to pass with or without modifications, the following resolutions, of which Resolutions 1 and 3 will be proposed as Ordinary Resolutions and Resolution 2 will be proposed as a Special Resolution:

1.ORDINARY RESOLUTION: TO APPROVE THE CAPITALIZATION OF RESERVE ACCOUNTS AND PROFIT AND LOSS ACCOUNTS OR OTHERWISE AVAILABLE FOR DISTRIBUTION IN CONNECTION WITH BONUS ISSUANCE OF ORDINARY SHARES

RESOLVED THAT, subject to and contingent upon the passing of Special Resolution No. 2:

(a)it is desirable to capitalize an amount of up to USD5,500,000,000, with the exact amount in SGD to be determined by any Director of the Company or any person duly authorized by the Directors (each, an “Authorized Officer”) with reference to the USD:SGD exchange rate quoted on the website of the Monetary

ii

Authority of Singapore immediately before the Capitalization (as defined below) being part of the amount standing to the credit of any of the reserve accounts of Flex Ltd. (the “Company”) or any amount standing to the credit of the profit and loss account of the Company or otherwise available for distribution by the Company as of December 31, 2026 or such other date as may be determined at the sole discretion of the Directors of the Company, and accordingly that, without prejudice to Ordinary Resolution No. 4 passed at the Annual General Meeting of the Company held on August 5, 2026, at the sole discretion of the Directors of the Company at any time after the date of this Meeting, but on or before 12:00 a.m. (Central time) on August 31, 2027, an amount of up to USD5,500,000,000, with the exact amount in SGD to be determined by any Director of the Company or any Authorized Officer with reference to the USD:SGD exchange rate quoted on the website of the Monetary Authority of Singapore immediately before the Capitalization (as defined below) standing to the credit of any of the Company’s reserve accounts or any amount standing to the credit of the profit and loss account or otherwise available for distribution as of December 31, 2026 or such other date as may be determined at the sole discretion of the Directors of the Company (the “Capitalization Amount”) be capitalized and distributed amongst the persons who, on such date and time as may be specified by the Directors or an Authorized Officer after the date of this Meeting (the “Record Date”), are the registered holders (the “Flex Shareholders”) of existing ordinary shares (the “Shares”) in the capital of the Company, on the footing that the Flex Shareholders become entitled to such amount as capital in terms of Article 131 of the Constitution of the Company and that the whole of the Capitalization Amount shall be applied in payment in full of the aggregate issue price of such number of new Shares in the capital of the Company as is equal to the number of Shares held by the Flex Shareholders on the Record Date (the “Bonus Shares”, and each a “Bonus Share”) (the “Capitalization”). The Bonus Shares will rank in all respects pari passu with the existing Shares;

(b)accordingly, the Directors be and are hereby granted the authority to allot and issue, at their sole discretion after the date of this Meeting, but on or before 12:00 a.m. (Central time) on August 31, 2027, and subject to and contingent upon the High Court (as defined in Special Resolution No. 2) having made an order confirming the Capital Reduction (as defined in Special Resolution No. 2) and immediately prior to the lodgement of such order with the Registrar (as defined in Special Resolution No. 2), the Bonus Shares credited as fully paid to the Flex Shareholders in the proportion of one (1) Bonus Share for every one (1) existing Share held by the Flex Shareholders as of the Record Date;
(c)the Bonus Shares shall be treated for all purposes as an increase in the issued and paid-up share capital of the Company and not as income;
(d)each of the Directors and each Authorized Officer be and is hereby authorized and empowered to complete and to do all such acts and things (including approving, modifying and executing all such documents as may be required in connection with the Capitalization) as he/she may consider desirable, necessary or expedient to give full effect to this Ordinary Resolution and the Capitalization; and
(e)to the extent that any action in connection with the Capitalization has been performed or otherwise undertaken (whether partially or otherwise), such actions be and are hereby approved, ratified and confirmed.
2.SPECIAL RESOLUTION: TO APPROVE THE CAPITAL REDUCTION AND DISTRIBUTION IN SPECIE

RESOLVED THAT, subject to and contingent upon the passing of Ordinary Resolution No. 1:

(a)Pursuant to Section 78G read with Section 78I of the Companies Act 1967 (“Singapore Companies Act”) and Article 49 of the Constitution of Flex Ltd. (the “Company”) and subject to and contingent upon the confirmation and approval of the High Court of the Republic of Singapore (the “High Court”):
(i)the issued share capital of the Company (as enlarged following the Capitalization (as defined in Ordinary Resolution No. 1)) be reduced (the “Capital Reduction”) by an amount of up to USD6,300,000,000, with the exact amount in SGD (the “Final Capital Reduction Amount”) to be

iii

determined by any Director of the Company or any person duly authorized by the Directors (each, an “Authorized Officer”) with reference to (A) the valuation of the Company’s beneficial interests in Axiom Solutions International, Inc. (“Spinco”) represented by the shares of common stock of Spinco comprised in the Distribution (as defined below) (based on the books and records of the Company) as of a date as soon as reasonably practicable before the order of the High Court is lodged with the Registrar (as defined in the Singapore Companies Act) pursuant to Section 78I of the Singapore Companies Act to effect the Capital Reduction; and (B) the USD:SGD exchange rate quoted on the website of the Monetary Authority of Singapore immediately before the order of the High Court is lodged with the Registrar (as defined in the Singapore Companies Act) pursuant to Section 78I of the Singapore Companies Act to effect the Capital Reduction; and

(ii)the Capital Reduction be effected and satisfied:
(A)by cancelling all of the Bonus Shares (as defined in Ordinary Resolution No. 1) allotted and issued pursuant to the Capitalization (as so defined in Ordinary Resolution No. 1); and
(B)by returning the Final Capital Reduction Amount to the shareholders of the Company (“Flex Shareholders”) via a distribution in specie (the “Distribution”) of between approximately 88.0% and 94.0% of the shares of common stock of Spinco held by the Company immediately prior to the Capital Reduction (the exact number of such shares of common stock of Spinco to be determined by the Directors or an Authorized Officer, such shares having an aggregate value approximating the Final Capital Reduction Amount), free of encumbrances and together with all rights attaching thereto on and from the date the Distribution is effected, on a pro rata basis, based on the number of shares in the capital of the Company held by each Flex Shareholder as of the “Record Date” (as defined in Ordinary Resolution No. 1) on and subject to the terms set out in the proxy statement of the Company in connection with the Distribution, including that no fractional shares of common stock of Spinco shall be distributed and, in lieu of any fractional entitlement, cash payment shall be made in such manner and on such terms as the Directors may determine;
(b)each of the Directors and each Authorized Officer be and is hereby authorized and empowered to complete and to do all such acts and things (including approving, modifying and executing all such documents as may be required in connection with the Capital Reduction and the Distribution) as he/she may consider desirable, necessary or expedient to give full effect to this Special Resolution, the Capital Reduction and the Distribution; and
(c)to the extent that any action in connection with the Capital Reduction or the Distribution has been performed or otherwise undertaken (whether partially or otherwise), such actions be and are hereby approved, ratified and confirmed.
3.ORDINARY RESOLUTION: TO APPROVE THE ADDITIONAL ANNUAL CASH COMPENSATION PAYABLE TO THE LEAD INDEPENDENT DIRECTOR

RESOLVED THAT, approval be and is hereby given for Flex Ltd. (the “Company”) to provide additional annual cash compensation of $50,000 to the Lead Independent Director for services rendered as Lead Independent Director, in addition to the regular cash compensation payable to a member of the Board of Directors of the Company for services rendered as a director and for service on any committees of the Board of Directors, including service as chair of any such committees of the Board of Directors; and the Lead Independent Director shall receive his or her compensation in the form of Company shares, cash, or a combination thereof at the election of the Lead Independent Director.

Notes

Eligibility to Vote at Extraordinary General Meeting

Receipt of Notice. The Flex Board of Directors has fixed the close of business on September 24, 2026 as the record date for determining those Flex shareholders who are entitled to receive copies of this notice and

iv accompanying proxy statement (“Meeting Record Date”). However, all Flex shareholders of record whose names appear on the Branch Register of Members of Flex maintained in the United States of America on November 2, 2026, the date of the extraordinary general meeting, will be entitled to vote at the extraordinary general meeting.

Quorum

Representation in person or by proxy of at least 33 1/3% of all issued and outstanding Flex ordinary shares is required to constitute a quorum to transact business at a general meeting of Flex shareholders, including an extraordinary general meeting.

Proxies

A shareholder entitled to attend and vote at the extraordinary general meeting is entitled to appoint a proxy to attend and vote on the shareholder’s behalf. A proxy need not also be a shareholder. Even if you plan to attend the meeting, Flex encourages you to vote promptly. You may vote your shares through one of the methods described in the enclosed proxy statement. A proxy card submitted by mail must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time appointed for holding the extraordinary general meeting. Please review the instructions on the proxy card and the accompanying proxy materials regarding the submission of proxies via the Internet, which provide, among other things, for the transmission of voting instructions up until 11:59 p.m. Eastern time on the day before the meeting. You may revoke your proxy at any time before it is voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

Personal Data Privacy

By submitting an instrument appointing a proxy or representative to attend, speak and vote at the extraordinary general meeting and any adjournment thereof, a shareholder of Flex (i) consents to the collection, use and disclosure of your personal data by Flex (or its agents or service providers) so that Flex (or its agents or service providers) can process, administer and analyze proxies and representatives appointed for the extraordinary general meeting (including any adjournment thereof) and prepare and compile attendance lists, minutes and other documents relating to the extraordinary general meeting (including any adjournment thereof), and in order for Flex (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations or guidelines (collectively, the “Purposes”), (ii) warrants that where you disclose the personal data of your proxy or representative to Flex (or its agents or service providers), you have obtained that individual’s prior consent for the collection, use and disclosure by Flex (or its agents or service providers) of such personal data for the Purposes, and (iii) agrees that you will indemnify Flex in respect of any penalties, liabilities, claims, demands, losses and damages as a result of your breach of warranty.

By order of the Board of Directors of Flex,

Chan Ching Harn, Michelle

Secretary of Flex Ltd.

Singapore

October 5, 2026

You should read the entire accompanying proxy statement, including the Annexes referred to herein, carefully before you return your proxy card or otherwise submit your proxy appointment through electronic communications in the manner set out in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to Be Held on November 2, 2026. This notice of the extraordinary general meeting and the accompanying proxy statement are available on Flex’s website athttps://investors.flex.com/financials/sec-filings/.

v

ADVISORY STATEMENTS FOR PERSONS IN SINGAPORE

Advisory Statement for the Distribution

Selling restrictions

This Advisory Statement applies to the proposed issuance of one (1) Bonus Share for every one (1) existing Flex ordinary share held by each Flex shareholder of record as of the Record Date and the proposed distribution by Flex of between approximately 88.0% and 94.0% of all issued and outstanding shares of Spinco common stock by way of a distributionin specie to Flex shareholders, as described in this proxy statement. You acknowledge that this proxy statement has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act 2001 of Singapore, as amended or modified (“SFA”).

Accordingly, this proxy statement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Bonus Shares and shares of Spinco common stock may not be circulated or distributed, nor may Bonus Shares and shares of Spinco common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part 13 of the SFA, save for section 280 of the SFA. You further acknowledge that any transfer and/or disposal of Bonus Shares and shares of Spinco common stock by you (as may be allowed under this proxy statement and subject to compliance with applicable laws) shall be subject to the condition that the foregoing restrictions shall be imposed on each and every transferee and purchaser, and subsequent transferee and purchaser, of the relevant Bonus Shares or shares of Spinco common stock.

Notification under Section 309B(1) of the SFA

The Bonus Shares and shares of Spinco common stock are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

i

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.