Flex提交DEFA14A：CEO就云与电力基础设施分拆（Axiom Solutions）致员工信，属例行征集材料无新增事实

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DEFA14A
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d146859ddefa14a.htm
DEFA14A
DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other
than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
☐
Definitive Additional Materials
☒
Soliciting Material Pursuant to
Section 240.14a-12
FLEX LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee paid previously with preliminary materials
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
On October 14, 2026, the Chief Executive Officer of Flex Ltd. sent out the following email to its
employees relating to the planned
spin-off
of its Cloud and Power Infrastructure segment:
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “will,” and
similar expressions identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the planned
spin-off
of our cloud and power infrastructure business
into an independent, publicly traded company; the expected timing of the
spin-off
and the ability to complete the
spin-off;
the anticipated benefits of the
spin-off,
including enhanced strategic focus, financial flexibility, and value creation for shareholders; the expected
tax-free
treatment of the
spin-off
for U.S. federal income tax purposes; the expected future performance of each company following completion of the
spin-off;
management changes and leadership of
each company; and statements about business strategies, growth opportunities, market position, and financial outlook for each company. These forward-looking statements are based on current expectations, estimates, and assumptions involving risks and
uncertainties that could cause actual outcomes and results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
Risks and uncertainties related to the proposed
spin-off
include, but are not limited to: uncertainties as to whether
the
spin-off
will be completed and the timing thereof; the possibility that various conditions to the completion of the
spin-off
may not be satisfied or waived; the
possibility that the
spin-off
will not qualify for the expected
tax-free
treatment for U.S. federal income tax purposes; the risk that the
spin-off
may be more difficult, time-consuming, or costly than expected, including the impact on Flex Ltd.’s (“Flex”) resources, systems, procedures, and controls; the possibility that the
strategic, operational, and financial benefits of the
spin-off
may not be achieved or may take longer to achieve than expected; the failure to obtain, or delays in obtaining, required legal, regulatory or
other approvals necessary to complete the
spin-off;
disruption from the
spin-off,
including potential adverse effects on relationships with customers, suppliers,
employees, and other business partners; competitive responses to the announcement or completion of the
spin-off;
diversion of management’s attention from ongoing business operations; the possibility of
disputes, litigation, or unanticipated costs in connection with the
spin-off;
uncertainty regarding the financial performance of either company following the
spin-off;
negative effects of the announcement or pendency of the
spin-off
on the market price of Flex’s securities and/or on Flex’s financial performance; the ability to achieve anticipated capital
structures, credit ratings, and financing in connection with the
spin-off;
the ability to retain key personnel; impacts of geopolitical conflicts; and any changes in general economic and/or industry-specific
conditions. Additional information concerning risks relating to our business is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most
recent Annual Report on Form
10-K
and in our subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”). All forward-looking statements are made as of the date hereof, and Flex
assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Important Information and Where to Find It
In
connection with the proposed
spin-off,
Flex has filed relevant materials with the SEC, including, among other filings, a proxy statement on Schedule 14A on October 5, 2026. The proxy statement has
been mailed or otherwise disseminated to shareholders of Flex seeking their approval of the
spin-off-related
proposals. In addition, a registration statement on Form 10
(the “Form 10”) has been filed with the SEC by Axiom Solutions International, Inc. (“Axiom”) with respect to its common stock. This communication is not a substitute for the proxy statement and Form 10 or any other document
that may be filed with the SEC by Flex or Axiom. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE FORM 10 AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED BY EACH OF FLEX AND AXIOM WITH THE SEC IN
CONNECTION WITH THE PROPOSED
SPIN-OFF
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FLEX, AXIOM, THE
PROPOSED
SPIN-OFF
AND RELATED MATTERS. Investors are able to obtain free copies of the proxy statement and Form 10 and other relevant documents (when they become available) that have been or will be filed by
each of Flex and Axiom with the SEC on the SEC’s website at http://www.sec.gov. Investors also are able to obtain free copies of the proxy statement and other relevant documents filed by Flex with the SEC from the investor relations page on
Flex’s website at investors.flex.com.