Flex Ltd. Appoints New Board Members and Announces Leadership Updates for Axiom Spin-Off

Executive Summary

On September 15, 2026, Flex Ltd. ($FLEX) filed a Form 8-K announcing significant governance and leadership updates in connection with its ongoing planned spin-off of its cloud and power infrastructure business into Axiom Solutions International, Inc. (Axiom).

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Key Disclosures

1. Board of Directors Appointments (Item 5.02)

• Appointees: George R. Oliver (former Chair & CEO of Johnson Controls) and Mark Eubanks (CEO of Brink's) were appointed to the Flex Board of Directors, effective September 24, 2026.
• Independence: Both will serve as independent directors with no related-party transactions under Item 404(a) of Regulation S-K.
• Post-Separation Alignment:
  • George R. Oliver will remain on the Flex Board.
  • Mark Eubanks will transition to the Axiom Board upon completion of the spin-off.
• Compensation:
  • Annual cash retainer: $90,000 (payable quarterly in arrears).
  • Pro-rated initial equity grant.
  • Annual Restricted Stock Unit (RSU) award with an aggregate fair market value of $235,000 following each annual general meeting.

2. CFO Appointment and Spin-Off Update (Item 8.01)

• Amy B. Schwetz will join Flex on October 5, 2026, as CFO of its Regulated Manufacturing Services (RMS) and Integrated Technology Services (ITS) segments.
• Schwetz is expected to transition to Chief Financial Officer of Flex Ltd. once the spin-off is completed.
• Additional expected board appointees post-spin include Brian Yoor (Flex) and David Johnson (Axiom).
• The separation is targeted for completion in Q1 calendar 2027, subject to customary regulatory, court, and shareholder approvals.