FLEXFlex Ltd.
Flex is the advanced, end-to-end manufacturing partner of choice that helps a diverse customer base design, build, deliver and manage products that improve the world. 10-K, Item 1
Deals between FLEX and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-10-05 reports that the one filed 2025-06-24 did not, quoted as filed.
New this year
6 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-06-24.
Procedures for Approval of Related Person Transactions“The Spinco Board of Directors will establish a Related Person Transaction Policy prior to completion of the Spin-Off. The purpose of this policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any transaction, arrangement or relationship (including any financial transaction, such as any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which: (i) Spinco or any of its subsidiaries was, is to be a participant; (ii) the aggregate amount involved exceeds or is expected to exceed $120,000 in any fiscal year; and (iii) a related person had or will have a direct or indirect material interest. For purposes of the policy, a related person is: (i) a director or a nominee for director of Spinco; (ii) any executive officer of Spinco (within the meaning of Rule 3b-7 under the Exchange Act); (iii) any beneficial owner of more than 5% of Spinco common stock (or any other class of voting securities); or (iv) any immediate family member of any of the foregoing persons.”
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The Separation Agreement“Similarly, subject in each case to the terms and conditions contained in the Separation Agreement, including any exceptions specified therein, liabilities related to Spinco’s business will generally be contractually allocated to Spinco, including, but not limited to, liabilities (i) constituting environmental liabilities to the extent related to Spinco’s business or real property allocated to Spinco, (ii) relating to Spinco’s discontinued or divested operations and businesses, (iii) for indebtedness incurred by any member of Spinco’s group, (iv) for checks issued but not drawn and accounts payable to the extent related to Spinco’s business, (v) relating to indemnification obligations to Spinco’s current or former directors and officers or to Spinco’s ownership of joint ventures and minority investments, including related credit agreements, guarantees, indemnities or credit support instruments given for the benefit of any such joint venture or minority investment, and (vi) except as set forth in the schedule, relating to litigation and other actions exclusively related to Spinco’s business, or any action that is principally related to Spinco’s business, unless the reasonably probable exposure with respect to such action exceeds $3,000,000, in which case Spinco is liable to the extent related to the Spinco’s business. Liabilities not otherwise specifically allocated will generally be contractually allocated to the party to whose business such liabilities primarily relate.”
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The Separation Agreement“The Separation Agreement does not provide for a cap of each party’s aforementioned indemnification obligations. The amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds (net of premium increases) received by the party being indemnified. The Separation Agreement also specifies procedures with respect to claims subject to indemnification and related matters.”
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Employee Matters Agreement“Flex and Spinco will enter into an employee matters agreement (the “Employee Matters Agreement”) in connection with the Spin-Off to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefit plans and programs and other related matters. The Employee Matters Agreement also sets forth the general principles relating to employee matters both with respect to domestic and international employees, including with respect to collective bargaining agreements, workers’ compensation, payroll matters, regulatory filings, paid time off, commencing or continuing participation in employee benefit plans, and the sharing of employee information. Except as specifically provided in the Employee Matters Agreement, Spinco will generally be responsible for all employment and employee compensation and benefits-related liabilities relating to Spinco employees and other service providers. In particular, Spinco will assume certain assets and liabilities with respect to Spinco’s employees under Flex’s nonqualified deferred compensation plans. Generally, except as may be provided in the Transition Services Agreement, each of Spinco’s employees will cease active participation in Flex compensation and benefit plans as of the Spin-Off. The Employee Matters Agreement also provides that Spinco will establish certain compensation and benefit plans for the benefit of Spinco’s employees following the Spin-Off, including a 401(k) savings plan for U.S. employees, which will accept direct rollovers of account balances from the Flex 401(k) savings plan for any of Spinco’s employees who elect to do so. Following the Spin-Off, Spinco will assume and be responsible for any Flex annual bonus payments and any other cash-based incentive awards to Spinco’s employees with respect to the year in which the Spin-Off occurs. Treatment of cash-based incentive awards under the Employee Matters Agreement is further discussed in “Compensation Discussion and Analysis of Axiom - Treatment of Incentive Bonus Awards.” Flex long-term incentive compensation awards held by Spinco employees will be treated as described in “Compensation Discussion and Analysis of Axiom - Treatment of Outstanding Equity Awards at the Time of the Spin-Off.””
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Other Confidentiality-Related and Commercial Agreements“Spinco and/or certain of its subsidiaries intend to enter into certain confidentiality and other commercial agreements with Flex and/or certain of its subsidiaries, the terms and conditions and costs of which will be specified in each such agreement, which are intended to be on an arm’s-length basis and reflect market terms. Such commercial agreements are expected to include a services agreement pursuant to which Flex will continue to provide certain services to the customers of Spinco and its affiliates, including value-added fulfillment, logistics, freight management and product manufacturing at certain sites located in Netherlands, Brazil, Czechia and Hong Kong. As compensation for these services, Flex will be entitled to retain from net sales received from Spinco’s customers amounts calculated in accordance with the applicable service exhibit, generally based on either a cost-plus methodology or specified fixed and variable fees, with certain variable fees subject to an annual true-up.”
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Other Confidentiality-Related and Commercial Agreements“Certain subsidiaries of Flex entered into agreements with Fragment Data Technologies, Inc. (“Fragment”), effective August 21, 2026, pursuant to which Fragment provides to Flex an agentic AI end-to-end payment processing technology platform to help support automation of Flex’s procure-to-pay systems (the “Fragment Engagement”). The co-founder and Chief Executive Officer of Fragment is Pranav Mulgund, son of Revathi Advaithi, Flex’s Chief Executive Officer. The Fragment Engagement is subject to a spending cap, which requires that the aggregate fees thereunder shall not exceed $2.5 million during the 12-month period following approval by the Flex Board of Directors and its Nominating, Governance and Public Responsibility Committee. The Fragment Engagement contains certain right-to-use provisions, permitting Spinco to use the platform during this 12-month period. Upon expiration of such initial period, the Fragment Engagement is subject to re-evaluation and re-approval by mutual written agreement. Any such renewal will require review and approval in accordance with Flex’s Statement of Policy with Respect to Related-Person Transactions.”
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No longer reported 6 paragraphs of the proxy filed 2025-06-24 with nothing like them this year
Review of Related-Person Transactions“Our Code of Business Conduct and Ethics provides guidance for addressing actual or potential conflicts of interests, including those that may arise from transactions and relationships between us and our executive officers or directors. In addition, in order to formalize our policies and procedures for the review, approval or ratification, and disclosure of related-person transactions, our Board of Directors adopted a Statement of Policy with Respect to Related-Person Transactions. The policy generally provides that the Nominating, Governance and Public Responsibility Committee (or another committee comprised solely of independent directors) will review, approve in advance or ratify all related-person transactions between us and any director, any nominee for director, any executive officer, any beneficial owner of more than 5% of our Ordinary Shares, or any immediate family member of any of the foregoing individuals. Any Board committee members who are involved in a transaction under review do not participate in the committee’s deliberations or approval. Under the policy, some ordinary course transactions or relationships are not required to be reviewed, approved or ratified by the applicable Board committee, including, among other things, the following transactions:”
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Review of Related-Person Transactions“transactions or arrangements involving less than $25,000 for any individual related person; compensation arrangements with directors or executive officers resulting solely from their service on the Board or as executive officers, so long as such arrangements are disclosed in our filings with the SEC or, if not required to be disclosed, are approved by our Compensation and People Committee; and indirect interests arising solely from a related person’s service as a director or ownership, together with all other related persons, directly or indirectly, of less than a 10% beneficial ownership interest in a third party (other than a partnership) that has entered into or proposes to enter into a transaction with us.”
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Review of Related-Person Transactions“We have various procedures to identify potential related-person transactions, and the Nominating, Governance and Public Responsibility Committee works with our management and our Office of General Counsel in reviewing and considering whether any identified transactions or relationships are covered by the policy. Our Statement of Policy with Respect to Related-Person Transactions is included in our Governance Guidelines, a copy of which is available along with a copy of the Company’s Code of Business Conduct and Ethics on the Governance page of the Investor Relations section of our website at www.flex.com.”
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Transactions with Related Persons“The wife of Mr. Martinez, the former Interim CFO of the Company, Estela Velasco, was employed by the Company in fiscal year 2025 as Senior Director, Accounting and earned approximately $241,268 in total compensation during fiscal year 2025, including salary, bonus, and share awards, and participated in employee benefit plans and programs generally made available to employees of similar responsibility levels. The employment and compensation of the family member described above was reviewed and approved in accordance with the Statement of Policy with Respect to Related-Person Transactions described above.”
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Transactions with Related Persons“Other than the foregoing and the compensation agreements and other arrangements described under the sections titled “Executive Compensation” and “Fiscal Year 2025 Non-Employee Directors’ Compensation” in this proxy statement, during fiscal year 2025, there was not, nor is there currently proposed, any transaction or series of similar transactions to which we are or will be a party:”
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Transactions with Related Persons“$120,000; and in which any director, nominee, executive officer, holder of more than 5% of our Ordinary Shares or any immediate family member of any of the foregoing persons had or will have a direct or indirect material interest.”
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New wording of the review policy 46 paragraphs without an amount or a name
Procedures for Approval of Related Person Transactions“Under the policy, once a related person transaction has been identified, the Audit Committee will review the transaction for approval or ratification. In determining whether to approve or ratify a related person transaction, the committee is to consider all relevant facts and circumstances of the related person transaction available to the committee. The committee may approve only those related person transactions that the committee determines in good faith to be in, or not inconsistent with, the best interests of Spinco and its shareholders. No member of the committee will participate in any consideration of a related party transaction with respect to which that member or any member of his or her immediate family is a related person.”
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Agreements with Spinco“Following the completion of the Spin-Off, Flex and Spinco will be independent companies. Flex will own between approximately 6.0% to 12.0% of Spinco common stock following the Distribution and we expect that the relationship between Flex and Spinco will be governed by the ancillary agreements. These agreements will collectively provide for the allocation between Spinco and Flex of Flex and Spinco’s assets, employees, liabilities, and obligations (including employee benefits, intellectual property, and tax-related assets and liabilities) attributable to periods prior to, at and after the Spin-Off.”
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Agreements with Spinco“The summaries below set forth the current terms of the agreements that we believe are material. These summaries are qualified in their entirety by reference to the full text of the applicable agreements, which are attached as annexes to this proxy statement.”
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The Separation Agreement“The separation and distribution agreement (the “Separation Agreement”) will set forth Spinco’s agreement with Flex regarding the principal transactions necessary to separate Spinco from Flex. It will also set forth other agreements that govern certain aspects of Spinco’s relationship with Flex after the completion of the Distribution. The parties intend to enter into the Separation Agreement immediately before the Distribution of Spinco common stock to Flex shareholders. This summary of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, the form of which is attached as Annex A to this proxy statement.”
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The Separation Agreement“Transfer of Assets and Assumption of Liabilities. The Separation Agreement will identify assets to be transferred to or retained by, liabilities to be assumed or retained by, and contracts to be assigned to each of Spinco and Flex as part of the reorganization of Flex, and will describe when and how these transfers, assumptions and assignments will occur, although many of the transfers, assumptions, and assignments will have already occurred prior to the parties’ entering into the Separation Agreement. In particular, the Separation Agreement will provide that, among other things, subject in each case to the terms and conditions contained therein, the following assets will be contractually allocated to us: (i) generally, assets primarily related to Spinco’s business, (ii) the equity interests of subsidiaries intended to be Spinco’s subsidiaries after the Spin-Off, together with any joint venture or other minority equity interests intended to be owned by Spinco after the Spin-Off, (iii) certain real property set forth on schedule, (iv) contracts and intellectual property primarily related to Spinco’s business or set forth on a schedule, (v) certain IT assets and IT contracts primarily related to Spinco’s business or set forth on a schedule, (vi) cash and cash equivalents, notes, interest receivables, other financial assets and derivative instruments owned by members of Spinco’s group, (vii) accounts and notes receivable to the extent related to Spinco’s business, (viii) credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and other prepaid items to the extent related to Spinco’s business other than for certain accounts receivables that are below threshold amounts and primarily related to Flex, (ix) permits, consents and registrations exclusively related to Spinco’s business, and (x) accruals, counterclaims, insurance claims, rights to coverage under insurance policies, warranties, contractual indemnities and other similar rights, in each case to the extent related to a liability allocated to Spinco. Generally, all other assets of Flex will be contractually retained by Flex, subject to the terms and conditions of the Separation Agreement, including any exceptions specified therein.”
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The Separation Agreement“The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the employee matters agreement, are solely covered by the tax matters agreement (see the sections below entitled “Tax Matters Agreement” and “Employee Matters Agreement”).”
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The Separation Agreement“Except as may expressly be set forth in the Separation Agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained, and that any requirements of laws or judgments are not complied with.”
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The Separation Agreement“Further Assurances. To the extent that any transfers of assets or contractual allocations of liabilities contemplated by the Separation Agreement have not been consummated on or prior to the Distribution Date, the parties agree to cooperate with each other to effect such transfers or assumptions while holding such assets or liabilities for the benefit of the appropriate party so that all the benefits and burdens relating to such asset or liability inure to the party contractually allocated such asset or liability. Each party agrees to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Separation Agreement.”
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The Separation Agreement“Intergroup Accounts. The Separation Agreement provides that, subject to certain specified exceptions in the Separation Agreement, schedules or any ancillary agreement, certain accounts that were formerly intercompany accounts within Flex will be settled prior to the Distribution.”
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The Separation Agreement“Release of Claims and Indemnification. Except as otherwise provided in the Separation Agreement, each party will fully release and forever discharge the other party, the members of the other party’s group, and all persons who at any time prior to the Distribution were shareholders, directors, officers, affiliates, and employees of any member of the other party’s group (in their capacities as such), from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the internal reorganization and the Distribution, except that no employee will be released from liabilities arising out of such employee’s intentional misconduct. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the Spin-Off pursuant to the Separation Agreement or any ancillary agreement. These releases are subject to certain exceptions set forth in the Separation Agreement.”
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The Separation Agreement“The Separation Agreement provides for cross-indemnities that, except as otherwise provided in the Separation Agreement, are principally designed to place financial responsibility for the obligations and liabilities contractually allocated to Spinco under the Separation Agreement with Spinco and financial responsibility for the obligations and liabilities contractually allocated to RemainCo under the Separation Agreement with RemainCo. Specifically, following the Distribution, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of their respective directors, officers, employees and agents for any losses to the extent relating to, arising out of or resulting from:”
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The Separation Agreement“the liabilities contractually allocated to such party pursuant to the Separation Agreement (or any third-party claim that would, if resolved in favor of the claimant, constitute such a liability); and any breach by such party of any provision of the Separation Agreement.”
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The Separation Agreement“Spinco Cash Distribution. The Separation Agreement provides that, prior to or substantially concurrently with the consummation of the Distribution, Spinco shall pay the Spinco Cash Distribution to Flex as consideration for the Contribution. It is a condition to the consummation of the Distribution that the Spinco Cash Distribution shall have been completed or will be completed substantially concurrently with the Distribution.”
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The Separation Agreement“Shared Contracts. Contracts that relate to both Spinco’s business and the Flex business will generally be partially assigned, amended, bifurcated or replicated so that each party or its group receives the rights and benefits, and assumes the related liabilities, inuring to its respective business, and each party has agreed to use commercially reasonable efforts to obtain any consents required to effect such allocation.”
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The Separation Agreement“Information in this proxy statement with respect to the assets and liabilities of the parties following the separation is presented based on the allocation of such assets and liabilities pursuant to the Separation Agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be assumed by one party or for which one party will have an indemnification obligation under the Separation Agreement and the other agreements relating to the separation may be, and following the separation may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the Separation Agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.”
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The Separation Agreement“The Distribution. The Separation Agreement will also govern the rights and obligations of the parties regarding the proposed Distribution. The Separation Agreement provides that prior to the Distribution, Spinco shall issue to Flex, as a stock dividend, such number of shares of Spinco common stock such that the number of shares of Spinco common stock then outstanding shall be equal to the number of shares of Spinco common stock necessary to effect the Distribution. Flex will cause its agent to distribute to Flex shareholders as of the Record Date between approximately 88.0% and 94.0% of the outstanding shares of Spinco’s common stock. Flex will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the Distribution and, to the extent it determines to so proceed, to determine the Distribution Date.”
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The Separation Agreement“Conditions. The Separation Agreement will provide that the Distribution is subject to several conditions that must be satisfied or waived by Flex in its sole discretion. For further information regarding the conditions relating to Spinco’s separation from Flex, see the section entitled “The Separation and Distribution - Conditions to the Distribution.””
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The Separation Agreement“Insurance. Following the Spin-Off, Spinco will generally be responsible for obtaining and maintaining, at Spinco’s own cost, Spinco’s own insurance coverage for liabilities for which Spinco is assuming responsibility, although Spinco will continue to have coverage under certain insurance policies issued to Flex or other entities for certain matters that arise out of or relate to acts, omissions or occurrences that occurred prior to the Spin-Off, subject to the terms, conditions and exclusions of such policies.”
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The Separation Agreement“Non-Competition and Customer Non-Solicitation. The Separation Agreement will include reciprocal non-competition and customer non-solicitation restrictions applicable worldwide during the Restricted Period, which will run for three years following the Distribution. Spinco and its subsidiaries generally will be restricted from engaging in the RemainCo Restricted Business in any country in which the RemainCo Restricted Business operated immediately prior to the Effective Time, meaning contract manufacturing services generally but excluding (i) integration of modular power equipment and associated enclosures and (ii) contract manufacturing services in the Cloud & Compute business. For the avoidance of doubt, the RemainCo Restricted Business includes contract manufacturing services for the Power, Cooling, and Networking product businesses, in any jurisdiction worldwide. Spinco also generally will be restricted from directly or indirectly soliciting, inducing or encouraging or any RemainCo Protected Customer to cease doing business with any member of the RemainCo Group with respect to the RemainCo Restricted Business to divert or redirect any business of such RemainCo Protected Customer away from any member of the RemainCo Group with respect to the RemainCo Restricted Business.”
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The Separation Agreement“RemainCo and its subsidiaries generally will be restricted from engaging in the Spinco Restricted Business in any country in which the Spinco Restricted Business operated immediately prior to the Effective Time, meaning (i) the Power business, excluding contract manufacturing services; (ii) the Cooling business, excluding contract manufacturing services; and (iii) the Cloud & Compute business, including contract manufacturing services generally and, for the avoidance of doubt, including contract manufacturing services related to CPU and AI-accelerated servers, compute trays, fabrication of associated racks and enclosures, and integration into those racks, but excluding contract manufacturing services for Networking products, and from directly or indirectly soliciting, inducing or encouraging any Spinco Protected Customer to cease doing business with any member of the Spinco Group with respect to the Spinco Restricted Business or to divert or redirect any business of such Spinco Protected Customer away from any member of the Spinco Group with respect to the Spinco Restricted Business.”
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The Separation Agreement“The restrictions would be subject to specified exceptions, including exceptions permitting (a) Spinco and its subsidiaries to continue contract manufacturing in the Power, Cooling and Networking product businesses only for customers for which Spinco or any member of the Spinco Group has such business as of immediately prior to the Effective Time, including associated future programs with such customers and (b) RemainCo and its subsidiaries to continue the Compute business for certain customers. Additional exceptions would apply to certain passive investments, acquisitions, dispositions and changes of control, and Flex’s retained interest in Spinco and its monetization or disposition. Certain acquisitions of competing businesses would be permitted, subject in some circumstances, to separation and divestiture requirements. The terms of these restrictions and related procedures remain subject to finalization.”
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The Separation Agreement“Dispute Resolution. Except as otherwise set forth in the Separation Agreement, disputes between Spinco and Flex arising out of the Separation Agreement or the transactions contemplated thereby that are not resolved between the separation management offices to be established by each of Spinco and Flex following the Spin-Off, will first be subject to a negotiation period between the parties’ appointed representatives, not to exceed 30 days unless otherwise agreed. If the dispute is not resolved during this period, it will be submitted, at the request of either party, to final and binding arbitration administered by JAMS before a three-member arbitral tribunal, with the arbitration governed by the Federal Arbitration Act. The Separation Agreement will also include a waiver of the right to a jury trial and confidentiality provisions applicable to the arbitration proceedings.”
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The Separation Agreement“Term, Termination and Amendment. Prior to the Distribution, the Flex Board of Directors will have the unilateral right to terminate the Separation Agreement, and to amend, modify or abandon the Distribution, in each case without the consent of Spinco or Flex’s shareholders (subject to certain limitations). After the Distribution, the Separation Agreement may only be terminated or amended by a written agreement signed by both parties. Notwithstanding the foregoing, certain provisions benefiting third-party beneficiaries, including the indemnification provisions of the Separation Agreement, access to insurance for insured persons and the director and officer indemnification obligations described above, may not be terminated or amended after the Distribution in a manner adverse to those beneficiaries without their consent.”
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The Separation Agreement“Other Matters Governed by the Separation Agreement. Other matters governed by the Separation Agreement include, among others, access to and the exchange of information, confidentiality of proprietary information, access to and retention of records, cooperation in connection with financial reporting and audits, the treatment of transfers not completed prior to the Distribution and the related third-party consent process, separation of guarantees and other credit support instruments, and allocation of expenses incurred in connection with the Spin-Off.”
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The Separation Agreement“Delayed Transfer. If any asset transfers or liability assumptions contemplated by the Separation Agreement are not completed by the effective time of the Distribution, the parties must use commercially reasonable efforts to complete them as soon as practicable.”
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Transition Services Agreement“Flex and Spinco will enter into a transition services agreement (the “Transition Services Agreement”) which will govern the provision of certain transitional services from Flex to Spinco and from Spinco to Flex, to help facilitate Flex’s and Spinco’s respective transitions to standalone businesses in connection with the Spin-Off. The services to be provided by and to either Flex or Spinco will principally be set forth in one or more schedules attached to the Transition Services Agreement, and will include services currently being provided by Flex or Spinco to the other that Flex and Spinco will need to continue receiving following the Spin-Off to operate Spinco’s respective businesses. Such services include certain commercial services, such as access to lab and equipment, certain lab related services, in-flight project support, certain site facilities services, such as access to specific areas of certain manufacturing and other sites, certain finance related services, such as support for finance and tax-related activities and access to financial data and audits, certain global business support services, certain human resources related services and certain information technology and other infrastructure-related services, among others. The services will be provided for a specified period of time depending on the type and scope of services to be provided, up to two years from the effective date of the Transition Services Agreement.”
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Transition Services Agreement“This summary of the Transition Services Agreement is qualified in its entirety by reference to the full text of the form of Transition Services Agreement, which is attached as Annex D to this proxy statement.”
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Tax Matters Agreement“In connection with the Spin-Off, Flex and Spinco will enter into a tax matters agreement (the “Tax Matters Agreement”) that will govern the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes. Subject to the discussion in the following paragraph, and other than certain taxes arising from the transactions undertaken to effectuate the Spin-Off, which will be the sole responsibility of Flex, Spinco will generally be allocated twenty (20) percent of tax liabilities of Flex and its subsidiaries (including the Spinco Group) for taxable periods ending on or prior to the Distribution Date, though Spinco will not be liable for any taxes relating to taxable periods ending on or before the date that is seven (7) years prior to the Distribution Date. Amounts indemnifiable under the Tax Matters Agreement are not otherwise limited to any maximum amount.”
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Tax Matters Agreement“The Tax Matters Agreement will provide special rules that allocate tax liabilities in the event the Distribution or certain related transactions fail to qualify as transactions that are tax-free for U.S. federal income tax purposes (other than any cash that Flex shareholders receive in lieu of fractional shares). Under the Tax Matters Agreement, Spinco will generally agree to indemnify Flex and its affiliates against any and all tax-related liabilities incurred by them relating to the Distribution and certain related transactions, to the extent caused by any representation by Spinco being incorrect or an acquisition of Spinco’s stock or assets or by any other action undertaken or failure to act by Spinco. This indemnification will apply even if Flex has permitted Spinco to take an action that would otherwise have been prohibited under the tax-related covenants described below.”
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Tax Matters Agreement“Pursuant to the Tax Matters Agreement, Spinco will agree to certain covenants that contain restrictions intended to preserve the tax-free status of the Distribution and certain related transactions. Spinco may take certain actions prohibited by these covenants only if Spinco obtains and provides to Flex an opinion from a U.S. tax counsel or accountant of recognized national standing or a favorable private letter ruling from a taxing authority, in each case satisfactory to Flex, to the effect that such action would not affect the tax-free status of these transactions, or if Spinco obtains prior written consent of Flex, in its sole and absolute discretion, waiving such requirement. Spinco will be barred from taking any action, or failing to take any action, including any action or failure to take any action that would be inconsistent with the Tax Opinion, where such action or failure to take any action adversely affects the tax-free status of these transactions. In addition, during the period ending two years after the Distribution Date, these covenants will include specific restrictions on Spinco’s (i) discontinuing the active conduct of Spinco’s trade or business; (ii) liquidating, merging or consolidating with any other person; (iii) amending Spinco’s charter (or other organizational documents) or taking any other action, whether through a shareholder vote or otherwise, affecting the voting rights of Spinco’s common stock; (iv) sales of assets outside the ordinary course of business; and (v) entering into any other corporate transaction (including issuances of Spinco stock or securities convertible into Spinco stock, but excluding certain compensatory arrangements), which would cause Spinco to undergo a 40% or greater change in its stock ownership or otherwise be expected to result in the failure to preserve the tax-free treatment of these transactions.”
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Tax Matters Agreement“This summary of the Tax Matters Agreement is qualified in its entirety by reference to the full text of the form of Tax Matters Agreement, which is attached as Annex E to this proxy statement.”
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Employee Matters Agreement“This summary of the Employee Matters Agreement is qualified in its entirety by reference to the full text of the form of Employee Matters Agreement, which is attached as Annex F to this proxy statement.”
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Intellectual Property Matters Agreement“Flex and Spinco will enter into an intellectual property matters agreement (the “Intellectual Property Matters Agreement”), in connection with the Spin-Off, which agreement will set forth the terms and conditions pursuant to which Flex and Spinco grants to each other licenses to certain patents, know-how (including trade secrets), copyrights, and software that are contractually allocated to the other party under the Separation Agreement, including the intellectual property assets that are transferred from Flex to Spinco pursuant to the Separation Agreement, in the conduct of each of Flex and Spinco’s respective businesses and in each case, including any natural evolutions thereof. Except for certain software that may be subject to separate or different license terms, each respective license will be non-exclusive, royalty-free, worldwide, irrevocable and non-terminable. Such licenses will be sublicensable to affiliates and to third parties in the operation of the applicable licensee’s business, but not for the independent use of any third party.”
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Intellectual Property Matters Agreement“The Intellectual Property Matters Agreement will not be terminable by either party and may only be modified with the prior written consent of both Flex and Spinco. In addition, the agreement will be assignable in whole or in relevant part to affiliates or to a successor to all or a portion of the business or assets to which the agreement relates (subject to certain limitations applicable upon specified change-of-control or assignment events), but will not otherwise be assignable without consent of the other party.”
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Intellectual Property Matters Agreement“This summary of the Intellectual Property Matters Agreement is qualified in its entirety by reference to the full text of the form of Intellectual Property Matters Agreement, which is attached as Annex G to this proxy statement.”
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Stockholder’s and Registration Rights Agreement“Flex and Spinco will enter into a stockholder’s and registration rights agreement (the “Stockholder’s and Registration Rights Agreement”), pursuant to which Spinco will agree that, upon the request of Flex, Spinco will use its reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of Spinco common stock retained by Flex. In addition, Flex will agree to vote any shares of Spinco common stock that it retains immediately after the separation in proportion to the votes cast by Spinco’s other shareholders. In connection with such agreement, Flex will grant Spinco a proxy to vote its shares of Spinco common stock in such proportion. This proxy, however, will be automatically revoked as to any particular share upon any sale or transfer of such share from Flex to a person other than Flex, and neither the Stockholder’s and Registration Rights Agreement nor proxy will limit or prohibit any such sale or transfer.”
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Stockholder’s and Registration Rights Agreement“This summary of the Stockholder’s and Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Stockholder’s and Registration Rights Agreement, which is attached as Annex H to this proxy statement.”
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Cross-Supply Agreements“Flex and Spinco will enter into a series of product manufacturing and supply agreements (collectively, the “Cross-Supply Agreements”) in connection with the Spin-Off, pursuant to which each party will continue to manufacture and supply certain products to, or purchase certain manufacturing services from, the other party following the Distribution. These arrangements are intended to preserve continuity of supply to the parties’ respective customers at sites that have historically been operated on a commingled basis, under which finished goods will be manufactured at such sites and sold to the counterparty at a markup, with the purchasing party subsequently selling those finished goods to third-party customers. The Cross-Supply Agreements reflect a number of different commercial models, including buy-sell arrangements, turnkey arrangements, subcontracting arrangements, consignment arrangements and long-term mechanical supply arrangements, which differ principally in the allocation between the parties of responsibility for procuring raw materials and ownership of materials and equipment. The specific products, sites, customers, pricing, volumes and other commercial terms applicable to each arrangement are set forth in individual contract supplements, and relevant terms of the underlying customer agreements, including quality, service level and delivery requirements, are generally mirrored or passed through to the supplying party.”
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Cross-Supply Agreements“Pricing under the Cross-Supply Agreements is generally based on the supplying party’s costs plus an agreed markup, or, in the case of the long-term mechanical supply arrangements, on the parties’ existing intercompany pricing, in each case subject to periodic true-ups for inflation, currency exchange rate movements and, in certain cases, tariffs. Payment terms are intended to be substantially cash- or working-capital neutral for the supplying party. Each Cross-Supply Agreement will continue until the last contract supplement thereunder expires or is terminated. The term of each contract supplement is specified in that contract supplement, and each contract supplement for an ongoing arrangement with no specified end date has an initial term of three years, renewable for successive two-year terms by mutual written consent. No extension or renewal is permitted if it would be inconsistent with, or would be reasonably likely to prevent, the tax-free status of the Distribution and certain related transactions. The purchasing party is generally permitted to terminate a contract supplement for convenience upon advance written notice, and each party has customary termination rights for material breach, nonpayment, insolvency, extended force majeure and violations of applicable anti-corruption and sanctions laws. The agreements also contain customary limited product warranties, reciprocal indemnities and limitations of liability, including a cap on the supplying party’s aggregate liability with customary exceptions, as well as provisions governing the disposition of inventory and equipment upon expiration or termination.”
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Cross-Supply Agreements“This summary of the Cross-Supply Agreements is qualified in its entirety by reference to the full text of the Cross-Supply Agreements, the form of which are attached as Annexes I, J and K to this proxy statement.”
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Other Agreements“Spinco and/or certain of its subsidiaries also will enter into certain other agreements with Flex and/or certain of its subsidiaries in connection with the Spin-Off, including those described below.”
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Real Estate-Related Agreements“Spinco and/or certain of its subsidiaries intend to enter into certain leases and other real estate-related agreements with Flex and/or certain of its subsidiaries, the terms and conditions and costs of which will be specified in each such agreement.”
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Real Estate-Related Agreements“In connection with the separation and distribution, Flex and Spinco expect to take certain steps to allocate leased and owned real property used in the Spinco business. Depending on the applicable site, such steps may include assigning certain third-party leases from Flex entities to Spinco entities, conveying certain owned sites from Flex entities to Spinco entities and, for sites that, following the Distribution, will remain shared or otherwise entangled, leases, subleases, lease-split arrangements or other occupancy arrangements between the Flex and Spinco entities to address such parties’ continued use of the applicable portions of such sites.”
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Real Estate-Related Agreements“In particular, a Spinco subsidiary and a Flex subsidiary expect to enter into a long-term lease arrangement pursuant to which the Flex subsidiary will continue to occupy certain buildings and related areas at the Guadalajara, Mexico campus following the Distribution (the “Guadalajara Lease”). The Guadalajara Lease is expected to address the leased premises, the term, rent and other charges as well as access to and use of common areas and shared infrastructure and the parties’ respective maintenance and repair obligations.”
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Real Estate-Related Agreements“Spinco and/or certain of its subsidiaries also intend to enter into certain site services agreements with Flex and/or certain of its subsidiaries governing the provision of certain facility, utility and other site-based services at shared or otherwise operationally interdependent sites, including the Guadalajara, Mexico campus. The applicable services, terms and costs will be specified in each such agreement.”
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Real Estate-Related Agreements“For certain lease assignments, or changes in the ownership or control of the applicable tenants, the consent of (or notice to) the applicable landlords may be required. Additionally, where applicable, security deposits, bank guarantees, parent guarantees or other forms of security or credit support may need to be transferred, replaced or otherwise addressed. The foregoing arrangements, including the specific terms thereof, remain subject to the completion of the separation and distribution planning and the negotiation, finalization and execution of the definitive documentation in respect thereof.”
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The whole section 52 paragraphs, proxy filed 2026-10-05
Procedures for Approval of Related Person Transactions“The Spinco Board of Directors will establish a Related Person Transaction Policy prior to completion of the Spin-Off. The purpose of this policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any transaction, arrangement or relationship (including any financial transaction, such as any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which: (i) Spinco or any of its subsidiaries was, is to be a participant; (ii) the aggregate amount involved exceeds or is expected to exceed $120,000 in any fiscal year; and (iii) a related person had or will have a direct or indirect material interest. For purposes of the policy, a related person is: (i) a director or a nominee for director of Spinco; (ii) any executive officer of Spinco (within the meaning of Rule 3b-7 under the Exchange Act); (iii) any beneficial owner of more than 5% of Spinco common stock (or any other class of voting securities); or (iv) any immediate family member of any of the foregoing persons.”
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Procedures for Approval of Related Person Transactions“Under the policy, once a related person transaction has been identified, the Audit Committee will review the transaction for approval or ratification. In determining whether to approve or ratify a related person transaction, the committee is to consider all relevant facts and circumstances of the related person transaction available to the committee. The committee may approve only those related person transactions that the committee determines in good faith to be in, or not inconsistent with, the best interests of Spinco and its shareholders. No member of the committee will participate in any consideration of a related party transaction with respect to which that member or any member of his or her immediate family is a related person.”
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Agreements with Spinco“Following the completion of the Spin-Off, Flex and Spinco will be independent companies. Flex will own between approximately 6.0% to 12.0% of Spinco common stock following the Distribution and we expect that the relationship between Flex and Spinco will be governed by the ancillary agreements. These agreements will collectively provide for the allocation between Spinco and Flex of Flex and Spinco’s assets, employees, liabilities, and obligations (including employee benefits, intellectual property, and tax-related assets and liabilities) attributable to periods prior to, at and after the Spin-Off.”
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Agreements with Spinco“The summaries below set forth the current terms of the agreements that we believe are material. These summaries are qualified in their entirety by reference to the full text of the applicable agreements, which are attached as annexes to this proxy statement.”
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The Separation Agreement“The separation and distribution agreement (the “Separation Agreement”) will set forth Spinco’s agreement with Flex regarding the principal transactions necessary to separate Spinco from Flex. It will also set forth other agreements that govern certain aspects of Spinco’s relationship with Flex after the completion of the Distribution. The parties intend to enter into the Separation Agreement immediately before the Distribution of Spinco common stock to Flex shareholders. This summary of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, the form of which is attached as Annex A to this proxy statement.”
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The Separation Agreement“Transfer of Assets and Assumption of Liabilities. The Separation Agreement will identify assets to be transferred to or retained by, liabilities to be assumed or retained by, and contracts to be assigned to each of Spinco and Flex as part of the reorganization of Flex, and will describe when and how these transfers, assumptions and assignments will occur, although many of the transfers, assumptions, and assignments will have already occurred prior to the parties’ entering into the Separation Agreement. In particular, the Separation Agreement will provide that, among other things, subject in each case to the terms and conditions contained therein, the following assets will be contractually allocated to us: (i) generally, assets primarily related to Spinco’s business, (ii) the equity interests of subsidiaries intended to be Spinco’s subsidiaries after the Spin-Off, together with any joint venture or other minority equity interests intended to be owned by Spinco after the Spin-Off, (iii) certain real property set forth on schedule, (iv) contracts and intellectual property primarily related to Spinco’s business or set forth on a schedule, (v) certain IT assets and IT contracts primarily related to Spinco’s business or set forth on a schedule, (vi) cash and cash equivalents, notes, interest receivables, other financial assets and derivative instruments owned by members of Spinco’s group, (vii) accounts and notes receivable to the extent related to Spinco’s business, (viii) credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and other prepaid items to the extent related to Spinco’s business other than for certain accounts receivables that are below threshold amounts and primarily related to Flex, (ix) permits, consents and registrations exclusively related to Spinco’s business, and (x) accruals, counterclaims, insurance claims, rights to coverage under insurance policies, warranties, contractual indemnities and other similar rights, in each case to the extent related to a liability allocated to Spinco. Generally, all other assets of Flex will be contractually retained by Flex, subject to the terms and conditions of the Separation Agreement, including any exceptions specified therein.”
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The Separation Agreement“Similarly, subject in each case to the terms and conditions contained in the Separation Agreement, including any exceptions specified therein, liabilities related to Spinco’s business will generally be contractually allocated to Spinco, including, but not limited to, liabilities (i) constituting environmental liabilities to the extent related to Spinco’s business or real property allocated to Spinco, (ii) relating to Spinco’s discontinued or divested operations and businesses, (iii) for indebtedness incurred by any member of Spinco’s group, (iv) for checks issued but not drawn and accounts payable to the extent related to Spinco’s business, (v) relating to indemnification obligations to Spinco’s current or former directors and officers or to Spinco’s ownership of joint ventures and minority investments, including related credit agreements, guarantees, indemnities or credit support instruments given for the benefit of any such joint venture or minority investment, and (vi) except as set forth in the schedule, relating to litigation and other actions exclusively related to Spinco’s business, or any action that is principally related to Spinco’s business, unless the reasonably probable exposure with respect to such action exceeds $3,000,000, in which case Spinco is liable to the extent related to the Spinco’s business. Liabilities not otherwise specifically allocated will generally be contractually allocated to the party to whose business such liabilities primarily relate.”
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The Separation Agreement“The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the employee matters agreement, are solely covered by the tax matters agreement (see the sections below entitled “Tax Matters Agreement” and “Employee Matters Agreement”).”
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The Separation Agreement“Except as may expressly be set forth in the Separation Agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained, and that any requirements of laws or judgments are not complied with.”
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The Separation Agreement“Further Assurances. To the extent that any transfers of assets or contractual allocations of liabilities contemplated by the Separation Agreement have not been consummated on or prior to the Distribution Date, the parties agree to cooperate with each other to effect such transfers or assumptions while holding such assets or liabilities for the benefit of the appropriate party so that all the benefits and burdens relating to such asset or liability inure to the party contractually allocated such asset or liability. Each party agrees to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Separation Agreement.”
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The Separation Agreement“Intergroup Accounts. The Separation Agreement provides that, subject to certain specified exceptions in the Separation Agreement, schedules or any ancillary agreement, certain accounts that were formerly intercompany accounts within Flex will be settled prior to the Distribution.”
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The Separation Agreement“Release of Claims and Indemnification. Except as otherwise provided in the Separation Agreement, each party will fully release and forever discharge the other party, the members of the other party’s group, and all persons who at any time prior to the Distribution were shareholders, directors, officers, affiliates, and employees of any member of the other party’s group (in their capacities as such), from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the internal reorganization and the Distribution, except that no employee will be released from liabilities arising out of such employee’s intentional misconduct. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the Spin-Off pursuant to the Separation Agreement or any ancillary agreement. These releases are subject to certain exceptions set forth in the Separation Agreement.”
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The Separation Agreement“The Separation Agreement provides for cross-indemnities that, except as otherwise provided in the Separation Agreement, are principally designed to place financial responsibility for the obligations and liabilities contractually allocated to Spinco under the Separation Agreement with Spinco and financial responsibility for the obligations and liabilities contractually allocated to RemainCo under the Separation Agreement with RemainCo. Specifically, following the Distribution, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of their respective directors, officers, employees and agents for any losses to the extent relating to, arising out of or resulting from:”
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The Separation Agreement“the liabilities contractually allocated to such party pursuant to the Separation Agreement (or any third-party claim that would, if resolved in favor of the claimant, constitute such a liability); and any breach by such party of any provision of the Separation Agreement.”
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The Separation Agreement“The Separation Agreement does not provide for a cap of each party’s aforementioned indemnification obligations. The amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds (net of premium increases) received by the party being indemnified. The Separation Agreement also specifies procedures with respect to claims subject to indemnification and related matters.”
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The Separation Agreement“Spinco Cash Distribution. The Separation Agreement provides that, prior to or substantially concurrently with the consummation of the Distribution, Spinco shall pay the Spinco Cash Distribution to Flex as consideration for the Contribution. It is a condition to the consummation of the Distribution that the Spinco Cash Distribution shall have been completed or will be completed substantially concurrently with the Distribution.”
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The Separation Agreement“Shared Contracts. Contracts that relate to both Spinco’s business and the Flex business will generally be partially assigned, amended, bifurcated or replicated so that each party or its group receives the rights and benefits, and assumes the related liabilities, inuring to its respective business, and each party has agreed to use commercially reasonable efforts to obtain any consents required to effect such allocation.”
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The Separation Agreement“Information in this proxy statement with respect to the assets and liabilities of the parties following the separation is presented based on the allocation of such assets and liabilities pursuant to the Separation Agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be assumed by one party or for which one party will have an indemnification obligation under the Separation Agreement and the other agreements relating to the separation may be, and following the separation may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the Separation Agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.”
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The Separation Agreement“The Distribution. The Separation Agreement will also govern the rights and obligations of the parties regarding the proposed Distribution. The Separation Agreement provides that prior to the Distribution, Spinco shall issue to Flex, as a stock dividend, such number of shares of Spinco common stock such that the number of shares of Spinco common stock then outstanding shall be equal to the number of shares of Spinco common stock necessary to effect the Distribution. Flex will cause its agent to distribute to Flex shareholders as of the Record Date between approximately 88.0% and 94.0% of the outstanding shares of Spinco’s common stock. Flex will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the Distribution and, to the extent it determines to so proceed, to determine the Distribution Date.”
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The Separation Agreement“Conditions. The Separation Agreement will provide that the Distribution is subject to several conditions that must be satisfied or waived by Flex in its sole discretion. For further information regarding the conditions relating to Spinco’s separation from Flex, see the section entitled “The Separation and Distribution - Conditions to the Distribution.””
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The Separation Agreement“Insurance. Following the Spin-Off, Spinco will generally be responsible for obtaining and maintaining, at Spinco’s own cost, Spinco’s own insurance coverage for liabilities for which Spinco is assuming responsibility, although Spinco will continue to have coverage under certain insurance policies issued to Flex or other entities for certain matters that arise out of or relate to acts, omissions or occurrences that occurred prior to the Spin-Off, subject to the terms, conditions and exclusions of such policies.”
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The Separation Agreement“Non-Competition and Customer Non-Solicitation. The Separation Agreement will include reciprocal non-competition and customer non-solicitation restrictions applicable worldwide during the Restricted Period, which will run for three years following the Distribution. Spinco and its subsidiaries generally will be restricted from engaging in the RemainCo Restricted Business in any country in which the RemainCo Restricted Business operated immediately prior to the Effective Time, meaning contract manufacturing services generally but excluding (i) integration of modular power equipment and associated enclosures and (ii) contract manufacturing services in the Cloud & Compute business. For the avoidance of doubt, the RemainCo Restricted Business includes contract manufacturing services for the Power, Cooling, and Networking product businesses, in any jurisdiction worldwide. Spinco also generally will be restricted from directly or indirectly soliciting, inducing or encouraging or any RemainCo Protected Customer to cease doing business with any member of the RemainCo Group with respect to the RemainCo Restricted Business to divert or redirect any business of such RemainCo Protected Customer away from any member of the RemainCo Group with respect to the RemainCo Restricted Business.”
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The Separation Agreement“RemainCo and its subsidiaries generally will be restricted from engaging in the Spinco Restricted Business in any country in which the Spinco Restricted Business operated immediately prior to the Effective Time, meaning (i) the Power business, excluding contract manufacturing services; (ii) the Cooling business, excluding contract manufacturing services; and (iii) the Cloud & Compute business, including contract manufacturing services generally and, for the avoidance of doubt, including contract manufacturing services related to CPU and AI-accelerated servers, compute trays, fabrication of associated racks and enclosures, and integration into those racks, but excluding contract manufacturing services for Networking products, and from directly or indirectly soliciting, inducing or encouraging any Spinco Protected Customer to cease doing business with any member of the Spinco Group with respect to the Spinco Restricted Business or to divert or redirect any business of such Spinco Protected Customer away from any member of the Spinco Group with respect to the Spinco Restricted Business.”
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The Separation Agreement“The restrictions would be subject to specified exceptions, including exceptions permitting (a) Spinco and its subsidiaries to continue contract manufacturing in the Power, Cooling and Networking product businesses only for customers for which Spinco or any member of the Spinco Group has such business as of immediately prior to the Effective Time, including associated future programs with such customers and (b) RemainCo and its subsidiaries to continue the Compute business for certain customers. Additional exceptions would apply to certain passive investments, acquisitions, dispositions and changes of control, and Flex’s retained interest in Spinco and its monetization or disposition. Certain acquisitions of competing businesses would be permitted, subject in some circumstances, to separation and divestiture requirements. The terms of these restrictions and related procedures remain subject to finalization.”
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The Separation Agreement“Dispute Resolution. Except as otherwise set forth in the Separation Agreement, disputes between Spinco and Flex arising out of the Separation Agreement or the transactions contemplated thereby that are not resolved between the separation management offices to be established by each of Spinco and Flex following the Spin-Off, will first be subject to a negotiation period between the parties’ appointed representatives, not to exceed 30 days unless otherwise agreed. If the dispute is not resolved during this period, it will be submitted, at the request of either party, to final and binding arbitration administered by JAMS before a three-member arbitral tribunal, with the arbitration governed by the Federal Arbitration Act. The Separation Agreement will also include a waiver of the right to a jury trial and confidentiality provisions applicable to the arbitration proceedings.”
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The Separation Agreement“Term, Termination and Amendment. Prior to the Distribution, the Flex Board of Directors will have the unilateral right to terminate the Separation Agreement, and to amend, modify or abandon the Distribution, in each case without the consent of Spinco or Flex’s shareholders (subject to certain limitations). After the Distribution, the Separation Agreement may only be terminated or amended by a written agreement signed by both parties. Notwithstanding the foregoing, certain provisions benefiting third-party beneficiaries, including the indemnification provisions of the Separation Agreement, access to insurance for insured persons and the director and officer indemnification obligations described above, may not be terminated or amended after the Distribution in a manner adverse to those beneficiaries without their consent.”
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The Separation Agreement“Other Matters Governed by the Separation Agreement. Other matters governed by the Separation Agreement include, among others, access to and the exchange of information, confidentiality of proprietary information, access to and retention of records, cooperation in connection with financial reporting and audits, the treatment of transfers not completed prior to the Distribution and the related third-party consent process, separation of guarantees and other credit support instruments, and allocation of expenses incurred in connection with the Spin-Off.”
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The Separation Agreement“Delayed Transfer. If any asset transfers or liability assumptions contemplated by the Separation Agreement are not completed by the effective time of the Distribution, the parties must use commercially reasonable efforts to complete them as soon as practicable.”
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Transition Services Agreement“Flex and Spinco will enter into a transition services agreement (the “Transition Services Agreement”) which will govern the provision of certain transitional services from Flex to Spinco and from Spinco to Flex, to help facilitate Flex’s and Spinco’s respective transitions to standalone businesses in connection with the Spin-Off. The services to be provided by and to either Flex or Spinco will principally be set forth in one or more schedules attached to the Transition Services Agreement, and will include services currently being provided by Flex or Spinco to the other that Flex and Spinco will need to continue receiving following the Spin-Off to operate Spinco’s respective businesses. Such services include certain commercial services, such as access to lab and equipment, certain lab related services, in-flight project support, certain site facilities services, such as access to specific areas of certain manufacturing and other sites, certain finance related services, such as support for finance and tax-related activities and access to financial data and audits, certain global business support services, certain human resources related services and certain information technology and other infrastructure-related services, among others. The services will be provided for a specified period of time depending on the type and scope of services to be provided, up to two years from the effective date of the Transition Services Agreement.”
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Transition Services Agreement“This summary of the Transition Services Agreement is qualified in its entirety by reference to the full text of the form of Transition Services Agreement, which is attached as Annex D to this proxy statement.”
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Tax Matters Agreement“In connection with the Spin-Off, Flex and Spinco will enter into a tax matters agreement (the “Tax Matters Agreement”) that will govern the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes. Subject to the discussion in the following paragraph, and other than certain taxes arising from the transactions undertaken to effectuate the Spin-Off, which will be the sole responsibility of Flex, Spinco will generally be allocated twenty (20) percent of tax liabilities of Flex and its subsidiaries (including the Spinco Group) for taxable periods ending on or prior to the Distribution Date, though Spinco will not be liable for any taxes relating to taxable periods ending on or before the date that is seven (7) years prior to the Distribution Date. Amounts indemnifiable under the Tax Matters Agreement are not otherwise limited to any maximum amount.”
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Tax Matters Agreement“The Tax Matters Agreement will provide special rules that allocate tax liabilities in the event the Distribution or certain related transactions fail to qualify as transactions that are tax-free for U.S. federal income tax purposes (other than any cash that Flex shareholders receive in lieu of fractional shares). Under the Tax Matters Agreement, Spinco will generally agree to indemnify Flex and its affiliates against any and all tax-related liabilities incurred by them relating to the Distribution and certain related transactions, to the extent caused by any representation by Spinco being incorrect or an acquisition of Spinco’s stock or assets or by any other action undertaken or failure to act by Spinco. This indemnification will apply even if Flex has permitted Spinco to take an action that would otherwise have been prohibited under the tax-related covenants described below.”
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Tax Matters Agreement“Pursuant to the Tax Matters Agreement, Spinco will agree to certain covenants that contain restrictions intended to preserve the tax-free status of the Distribution and certain related transactions. Spinco may take certain actions prohibited by these covenants only if Spinco obtains and provides to Flex an opinion from a U.S. tax counsel or accountant of recognized national standing or a favorable private letter ruling from a taxing authority, in each case satisfactory to Flex, to the effect that such action would not affect the tax-free status of these transactions, or if Spinco obtains prior written consent of Flex, in its sole and absolute discretion, waiving such requirement. Spinco will be barred from taking any action, or failing to take any action, including any action or failure to take any action that would be inconsistent with the Tax Opinion, where such action or failure to take any action adversely affects the tax-free status of these transactions. In addition, during the period ending two years after the Distribution Date, these covenants will include specific restrictions on Spinco’s (i) discontinuing the active conduct of Spinco’s trade or business; (ii) liquidating, merging or consolidating with any other person; (iii) amending Spinco’s charter (or other organizational documents) or taking any other action, whether through a shareholder vote or otherwise, affecting the voting rights of Spinco’s common stock; (iv) sales of assets outside the ordinary course of business; and (v) entering into any other corporate transaction (including issuances of Spinco stock or securities convertible into Spinco stock, but excluding certain compensatory arrangements), which would cause Spinco to undergo a 40% or greater change in its stock ownership or otherwise be expected to result in the failure to preserve the tax-free treatment of these transactions.”
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Tax Matters Agreement“This summary of the Tax Matters Agreement is qualified in its entirety by reference to the full text of the form of Tax Matters Agreement, which is attached as Annex E to this proxy statement.”
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Employee Matters Agreement“Flex and Spinco will enter into an employee matters agreement (the “Employee Matters Agreement”) in connection with the Spin-Off to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefit plans and programs and other related matters. The Employee Matters Agreement also sets forth the general principles relating to employee matters both with respect to domestic and international employees, including with respect to collective bargaining agreements, workers’ compensation, payroll matters, regulatory filings, paid time off, commencing or continuing participation in employee benefit plans, and the sharing of employee information. Except as specifically provided in the Employee Matters Agreement, Spinco will generally be responsible for all employment and employee compensation and benefits-related liabilities relating to Spinco employees and other service providers. In particular, Spinco will assume certain assets and liabilities with respect to Spinco’s employees under Flex’s nonqualified deferred compensation plans. Generally, except as may be provided in the Transition Services Agreement, each of Spinco’s employees will cease active participation in Flex compensation and benefit plans as of the Spin-Off. The Employee Matters Agreement also provides that Spinco will establish certain compensation and benefit plans for the benefit of Spinco’s employees following the Spin-Off, including a 401(k) savings plan for U.S. employees, which will accept direct rollovers of account balances from the Flex 401(k) savings plan for any of Spinco’s employees who elect to do so. Following the Spin-Off, Spinco will assume and be responsible for any Flex annual bonus payments and any other cash-based incentive awards to Spinco’s employees with respect to the year in which the Spin-Off occurs. Treatment of cash-based incentive awards under the Employee Matters Agreement is further discussed in “Compensation Discussion and Analysis of Axiom - Treatment of Incentive Bonus Awards.” Flex long-term incentive compensation awards held by Spinco employees will be treated as described in “Compensation Discussion and Analysis of Axiom - Treatment of Outstanding Equity Awards at the Time of the Spin-Off.””
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Employee Matters Agreement“This summary of the Employee Matters Agreement is qualified in its entirety by reference to the full text of the form of Employee Matters Agreement, which is attached as Annex F to this proxy statement.”
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Intellectual Property Matters Agreement“Flex and Spinco will enter into an intellectual property matters agreement (the “Intellectual Property Matters Agreement”), in connection with the Spin-Off, which agreement will set forth the terms and conditions pursuant to which Flex and Spinco grants to each other licenses to certain patents, know-how (including trade secrets), copyrights, and software that are contractually allocated to the other party under the Separation Agreement, including the intellectual property assets that are transferred from Flex to Spinco pursuant to the Separation Agreement, in the conduct of each of Flex and Spinco’s respective businesses and in each case, including any natural evolutions thereof. Except for certain software that may be subject to separate or different license terms, each respective license will be non-exclusive, royalty-free, worldwide, irrevocable and non-terminable. Such licenses will be sublicensable to affiliates and to third parties in the operation of the applicable licensee’s business, but not for the independent use of any third party.”
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Intellectual Property Matters Agreement“The Intellectual Property Matters Agreement will not be terminable by either party and may only be modified with the prior written consent of both Flex and Spinco. In addition, the agreement will be assignable in whole or in relevant part to affiliates or to a successor to all or a portion of the business or assets to which the agreement relates (subject to certain limitations applicable upon specified change-of-control or assignment events), but will not otherwise be assignable without consent of the other party.”
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Intellectual Property Matters Agreement“This summary of the Intellectual Property Matters Agreement is qualified in its entirety by reference to the full text of the form of Intellectual Property Matters Agreement, which is attached as Annex G to this proxy statement.”
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Stockholder’s and Registration Rights Agreement“Flex and Spinco will enter into a stockholder’s and registration rights agreement (the “Stockholder’s and Registration Rights Agreement”), pursuant to which Spinco will agree that, upon the request of Flex, Spinco will use its reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of Spinco common stock retained by Flex. In addition, Flex will agree to vote any shares of Spinco common stock that it retains immediately after the separation in proportion to the votes cast by Spinco’s other shareholders. In connection with such agreement, Flex will grant Spinco a proxy to vote its shares of Spinco common stock in such proportion. This proxy, however, will be automatically revoked as to any particular share upon any sale or transfer of such share from Flex to a person other than Flex, and neither the Stockholder’s and Registration Rights Agreement nor proxy will limit or prohibit any such sale or transfer.”
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Stockholder’s and Registration Rights Agreement“This summary of the Stockholder’s and Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Stockholder’s and Registration Rights Agreement, which is attached as Annex H to this proxy statement.”
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Cross-Supply Agreements“Flex and Spinco will enter into a series of product manufacturing and supply agreements (collectively, the “Cross-Supply Agreements”) in connection with the Spin-Off, pursuant to which each party will continue to manufacture and supply certain products to, or purchase certain manufacturing services from, the other party following the Distribution. These arrangements are intended to preserve continuity of supply to the parties’ respective customers at sites that have historically been operated on a commingled basis, under which finished goods will be manufactured at such sites and sold to the counterparty at a markup, with the purchasing party subsequently selling those finished goods to third-party customers. The Cross-Supply Agreements reflect a number of different commercial models, including buy-sell arrangements, turnkey arrangements, subcontracting arrangements, consignment arrangements and long-term mechanical supply arrangements, which differ principally in the allocation between the parties of responsibility for procuring raw materials and ownership of materials and equipment. The specific products, sites, customers, pricing, volumes and other commercial terms applicable to each arrangement are set forth in individual contract supplements, and relevant terms of the underlying customer agreements, including quality, service level and delivery requirements, are generally mirrored or passed through to the supplying party.”
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Cross-Supply Agreements“Pricing under the Cross-Supply Agreements is generally based on the supplying party’s costs plus an agreed markup, or, in the case of the long-term mechanical supply arrangements, on the parties’ existing intercompany pricing, in each case subject to periodic true-ups for inflation, currency exchange rate movements and, in certain cases, tariffs. Payment terms are intended to be substantially cash- or working-capital neutral for the supplying party. Each Cross-Supply Agreement will continue until the last contract supplement thereunder expires or is terminated. The term of each contract supplement is specified in that contract supplement, and each contract supplement for an ongoing arrangement with no specified end date has an initial term of three years, renewable for successive two-year terms by mutual written consent. No extension or renewal is permitted if it would be inconsistent with, or would be reasonably likely to prevent, the tax-free status of the Distribution and certain related transactions. The purchasing party is generally permitted to terminate a contract supplement for convenience upon advance written notice, and each party has customary termination rights for material breach, nonpayment, insolvency, extended force majeure and violations of applicable anti-corruption and sanctions laws. The agreements also contain customary limited product warranties, reciprocal indemnities and limitations of liability, including a cap on the supplying party’s aggregate liability with customary exceptions, as well as provisions governing the disposition of inventory and equipment upon expiration or termination.”
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Cross-Supply Agreements“This summary of the Cross-Supply Agreements is qualified in its entirety by reference to the full text of the Cross-Supply Agreements, the form of which are attached as Annexes I, J and K to this proxy statement.”
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Other Agreements“Spinco and/or certain of its subsidiaries also will enter into certain other agreements with Flex and/or certain of its subsidiaries in connection with the Spin-Off, including those described below.”
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Real Estate-Related Agreements“Spinco and/or certain of its subsidiaries intend to enter into certain leases and other real estate-related agreements with Flex and/or certain of its subsidiaries, the terms and conditions and costs of which will be specified in each such agreement.”
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Real Estate-Related Agreements“In connection with the separation and distribution, Flex and Spinco expect to take certain steps to allocate leased and owned real property used in the Spinco business. Depending on the applicable site, such steps may include assigning certain third-party leases from Flex entities to Spinco entities, conveying certain owned sites from Flex entities to Spinco entities and, for sites that, following the Distribution, will remain shared or otherwise entangled, leases, subleases, lease-split arrangements or other occupancy arrangements between the Flex and Spinco entities to address such parties’ continued use of the applicable portions of such sites.”
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Real Estate-Related Agreements“In particular, a Spinco subsidiary and a Flex subsidiary expect to enter into a long-term lease arrangement pursuant to which the Flex subsidiary will continue to occupy certain buildings and related areas at the Guadalajara, Mexico campus following the Distribution (the “Guadalajara Lease”). The Guadalajara Lease is expected to address the leased premises, the term, rent and other charges as well as access to and use of common areas and shared infrastructure and the parties’ respective maintenance and repair obligations.”
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Real Estate-Related Agreements“Spinco and/or certain of its subsidiaries also intend to enter into certain site services agreements with Flex and/or certain of its subsidiaries governing the provision of certain facility, utility and other site-based services at shared or otherwise operationally interdependent sites, including the Guadalajara, Mexico campus. The applicable services, terms and costs will be specified in each such agreement.”
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Real Estate-Related Agreements“For certain lease assignments, or changes in the ownership or control of the applicable tenants, the consent of (or notice to) the applicable landlords may be required. Additionally, where applicable, security deposits, bank guarantees, parent guarantees or other forms of security or credit support may need to be transferred, replaced or otherwise addressed. The foregoing arrangements, including the specific terms thereof, remain subject to the completion of the separation and distribution planning and the negotiation, finalization and execution of the definitive documentation in respect thereof.”
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Other Confidentiality-Related and Commercial Agreements“Spinco and/or certain of its subsidiaries intend to enter into certain confidentiality and other commercial agreements with Flex and/or certain of its subsidiaries, the terms and conditions and costs of which will be specified in each such agreement, which are intended to be on an arm’s-length basis and reflect market terms. Such commercial agreements are expected to include a services agreement pursuant to which Flex will continue to provide certain services to the customers of Spinco and its affiliates, including value-added fulfillment, logistics, freight management and product manufacturing at certain sites located in Netherlands, Brazil, Czechia and Hong Kong. As compensation for these services, Flex will be entitled to retain from net sales received from Spinco’s customers amounts calculated in accordance with the applicable service exhibit, generally based on either a cost-plus methodology or specified fixed and variable fees, with certain variable fees subject to an annual true-up.”
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Other Confidentiality-Related and Commercial Agreements“Certain subsidiaries of Flex entered into agreements with Fragment Data Technologies, Inc. (“Fragment”), effective August 21, 2026, pursuant to which Fragment provides to Flex an agentic AI end-to-end payment processing technology platform to help support automation of Flex’s procure-to-pay systems (the “Fragment Engagement”). The co-founder and Chief Executive Officer of Fragment is Pranav Mulgund, son of Revathi Advaithi, Flex’s Chief Executive Officer. The Fragment Engagement is subject to a spending cap, which requires that the aggregate fees thereunder shall not exceed $2.5 million during the 12-month period following approval by the Flex Board of Directors and its Nominating, Governance and Public Responsibility Committee. The Fragment Engagement contains certain right-to-use provisions, permitting Spinco to use the platform during this 12-month period. Upon expiration of such initial period, the Fragment Engagement is subject to re-evaluation and re-approval by mutual written agreement. Any such renewal will require review and approval in accordance with Flex’s Statement of Policy with Respect to Related-Person Transactions.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on FLEX in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/FLEX/export.csv") into a cell.