Message from our CEO
Revathi Advaithi
CEO
June 24, 2025
"I am excited about what we are building, and our future remains bright."Dear Shareholders and Colleagues,
Fiscal 2025 marked a pivotal inflection point for Flex. Building on the accomplishments of our Flex Forward strategy, we formally introduced the next phase of our strategic evolution with our EMS + Products + Services strategy. This differentiated model enhances our core manufacturing and supply chain capabilities while broadening our portfolio of proprietary products and value-added services, maximizing value creation for our customers and shareholders.
Combined with our intense focus on execution, this strategy contributed to another year of record results. Despite persistent macroeconomic headwinds, we delivered on our commitments, achieving record adjusted operating margin, earnings-per-share, and free cash flow generation. We also made significant progress on our capability and capacity investments to strengthen our competitive positioning for the future.
This year, Flex's addition to the S&P Midcap 400 Index represents both a significant corporate milestone and validation of our transformative journey. While we appreciate this recognition, I view it as another waypoint on our path to deliver even greater value for our shareholders.
Financial performance*
Fiscal 2025 delivered strong financial results. We achieved record annual adjusted operating margins of 5.7%, with quarterly adjusted operating margins exceeding 6% in both fiscal Q3 and Q4 - unprecedented performance for an EMS company at our scale. This puts us well on track to reach our fiscal 2027 target of
6%+ annual adjusted operating margins. We delivered 23% year-over-year growth in adjusted earnings-per-share, our fifth consecutive year of double-digit adjusted EPS growth, reaching a record S2.65 per share.
These results were achieved despite a 2% revenue decline due to continued macroeconomic headwinds. Our performance was driven by favorable mix, including strong growth in our accretive data center business, solid execution on multiple program ramps, and continued operational efficiency.
Fiscal 2025 was the first year in company history that we generated over S1 billion in free cash flow as we continue to exceed our 80%+ free cash flow conversion target. We deployed capital to support growth and expand our capabilities, while also repurchasing approximately S1.3 billion in stock, demonstrating our commitment to return capital to shareholders.
* See Annex A to our proxy statement for a reconciliation of GAAP to non-GAAP financial measures referenced in this letter.
Our strategy evolution
In fiscal 2025, we introduced the next phase of our strategic evolution. Our Flex Forward strategy of the past five years delivered progressive record adjusted operating margins and adjusted earnings-per-share despite a highly dynamic environment. This success stems from active portfolio management toward higher-value businesses, combined with operational advancements through efficiency improvements and increased automation.
At our May 2024 Investor and Analyst Day, we formally unveiled our EMS + Products + Services approach, which builds on our diversified EMS portfolio and global footprint. We've created a differentiated model that combines world-class advanced manufacturing and supply chain capabilities, enhanced by value-added services that provide greater vertical integration. Our long-term goal is to expand services adoption in every business unit.
We've also strengthened our position by developing a portfolio of Flex-owned power products spanning the data center from "grid-to-chip," reinforcing our positioning in the evolving AI-centric data center ecosystem. These power products are synergistic to our Cloud EMS and services business while being margin accretive to Flex overall.
Our Data Center business exemplifies our complete strategy in action. It grew approximately 50% year-over-year to approximately S4.8 billion in fiscal 2025, including approximately S3.5 billion in Cloud and S1.3 billion in Power products. The combination of EMS, value-added services, and proprietary products has lifted this category to above-corporate margins, contributing to our record annual adjusted operating margin. This strong growth underscores Flex's differentiation as the only company providing both end-to-end cloud IT integration and
grid-to-chip power offerings.
Expanding capabilities and global reach
This year we made significant progress expanding our capabilities and strengthening our competitive positioning. Key acquisitions included JetCool, which enhances our direct-to-chip liquid cooling capabilities for next-generation AI workloads, and Crown Technical Systems, which expands our data center power portfolio into medium voltage switchgear and the utility power market.
We also established strategic partnerships, including with Husqvarna for U.S. manufacturing of outdoor power equipment, and with Musashi Energy Solutions to provide innovative capacitor-based energy storage systems for AI data centers.
Our integrated approach provides end-to-end manufacturing solutions that address increasing complexity across industries undergoing significant technological change. In fiscal 2025, based on customer demand, we expanded our operational global manufacturing footprint, including four new strategic locations predominantly in the U.S.
Flex's operational global footprint covers over 48 million square feet, with our U.S. presence encompassing over 7 million square feet across 17 facilities. When combined with our approximately 9 million square feet in
Mexico, we now command one of the largest advanced manufacturing footprints in North America. Additionally, our European footprint exceeds 11 million square feet, maintaining our position as one of the region's largest diversified manufacturing providers.
This expansive global footprint and operational agility are tremendous strategic assets in today's rapidly evolving landscape, allowing us to help customers develop regionalized manufacturing strategies that address the complex geopolitical environment.
Looking forward
As we look ahead to fiscal 2026, we recognize the current highly dynamic macroeconomic landscape. We have built an agile and resilient organization embodying a culture of collaboration, and I remain confident we will continue to navigate challenges and deliver for our customers.
Building on our momentum, we remain focused on our EMS + Products + Services longer-term strategy, which we believe represents the greatest opportunity in Flex's history. By continuing to target high-value, high-growth markets, investing in future opportunities, and driving operational excellence, we are confident in our ability to unlock Flex's full potential and create greater value for our shareholders.
I am excited about what we are building, and our future remains bright. Thank you for your continued partnership and trust in Flex.
Regards,
Wednesday August 6, 2025
11:00 a.m., Central time
Flex Ltd.
12515-8 Research Blvd,
Suite 300 Austin, TX 78759 U.S.A.
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FLEX LTD.
Notice & Proxy Statement
(Incorporated in the Republic of Singapore) (Company Registration Number 199002645H)
NoticeAnnual Report
of Annual General Meeting of ShareholdersTo Be Held on August 6, 2025
To Our Shareholders:
You are cordially invited to attend, and notice is hereby given of, the annual general meeting of shareholders of Flex Ltd., which will be held at our offices located at 12515-8 Research Blvd,
Shareholder Information
Suite 300, Austin, TX 78759 U.S.A., at 11:00 a.m., Central time, on August 6, 2025, for the purposes summarized below and
described in more detail in the accompanying proxy statement.
We urge you to read the entire proxy statement carefully before voting. Unless the context requires otherwise, references in this notice and the proxy statement to "Flex," the "Company,""we,""us," "our" and similar terms mean Flex Ltd. or, as the case may be, Flex Ltd. and its subsidiaries. Flex is incorporated in the Republic of Singapore under the Companies Act 1967, which we refer to as the "Singapore Companies Act" or the "Companies Act 1967".
Please refer to our proxy materials or the information forwarded by your bank or other holder of record to see which voting methods are available to you.
Important Notice Regarding Electronic Availability of Proxy Statement and Annual Report
We are pleased to furnish proxy materials to our shareholders on the Internet, as permitted by Securities and Exchange Commission ("SEC") rules. Commencing on or about June 24, 2025, we will make available to our shareholders (including all of our registered shareholders) a Notice of Availability of Proxy Materials on the Internet (referred to as the Notice) containing instructions on how to: (i) access the proxy statement and our annual report, (ii) submit their proxies via the Internet, and (iii) request a printed copy of our proxy materials.
Proxy Voting Matters
You may revoke your proxies at any time before they are voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.
Voting Matters at the Annual General Meeting
We are asking shareholders to vote on five proposals at the meeting:
To re-elect all nine directors of the Company nominated for re-election (Proposal No. 1);
To approve the re-appointment of Deloitte & Touche LLP as our independent auditors for the 2026 fiscal year and to authorize the Board of Directors, upon the recommendation of the Audit Committee, to fix their remuneration (Proposal No. 2);
To approve, on a non-binding, advisory basis, our executive compensation (Proposal No. 3);
To approve a general authorization for the Board of Directors to allot and issue ordinary shares (Proposal No. 4); and
To approve a renewal of the Share Purchase Mandate permitting Flex to purchase or otherwise acquire its own issued ordinary shares (Proposal No. 5).
Resolutions Proposed for Shareholder Approval as Ordinary Business
Each of the resolutions proposed for approval by our shareholders is as follows:
To re-elect each of the following Directors, who will retire pursuant to Article 94 of our Constitution, to the Board of Directors:
Revathi Advaithi;
John D. Harris II;
Michael E. Hurlston;
Erin L. McSweeney;
Charles K. Stevens, III;
Maryrose Sylvester;
Lay Koon Tan;
Patrick J. Ward; and
William D. Watkins.
To consider and vote upon a proposal to re-appoint Deloitte & Touche LLP as our independent auditors for the fiscal year ending March 31, 2026, and to authorize our Board of Directors, upon the recommendation of the Audit Committee of the Board of Directors, to fix their remuneration.
Resolutions Proposed for Shareholder Approval as Special Business
Each of the resolutions proposed for approval or vote by our shareholders is shown below:
To consider and vote on the following non-binding, advisory resolution:
"RESOLVED THAT, the shareholders of Flex approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis and the compensation tables and related disclosures contained in the section of the accompanying proxy statement captioned 'Executive Compensation'."
2025 Proxy StatementNotice & Proxy Statement
This resolution is being proposed to shareholders as required pursuant to Section 14A of the U.S. Securities Exchange Act of 1934, as amended. The shareholders' vote on this resolution is advisory and non-binding in nature, will have no legal effect and will not be enforceable against Flex or its Board of Directors.
To pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT, pursuant to the provisions of Section 161 of the Companies Act 1967, but subject otherwise to the provisions of the Companies Act 1967 and the Constitution of the Company, authority be and hereby is given to our Directors to:
(i) allot and issue ordinary shares in the capital of the Company ("Ordinary Shares"); and/or
(ii) make or grant offers, agreements, options, performance shares, performance units, restricted share units, or other compensatory equity awards (each, an "Instrument" and, collectively, "Instruments") that might or would require Ordinary Shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments convertible into Ordinary Shares),
Annual Report
at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution of the Company; and
(notwithstanding that the authority conferred by this resolution may have ceased to be in force) allot and issue Ordinary Shares pursuant to any Instrument made or granted by our Directors while this resolution was in force, provided that:
the aggregate number of Ordinary Shares to be issued pursuant to this resolution (including Ordinary Shares to be issued pursuant to Instruments made or granted pursuant to this resolution) does not exceed 20% of the total number of issued Ordinary Shares as of the date of the passing of this resolution; and
unless revoked or varied by the Company in a general meeting, that such authority shall continue in force until the earlier of (1) the conclusion of the next annual general meeting of the Company or (2) the
expiration of the period within which the next annual general meeting of the Company is required by law to be held."
To pass the following resolution as an Ordinary Resolution: "RESOLVED THAT:
for the purposes of Sections 76C and 76E of the Companies Act 1967, the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares in the capital of the Company ("Ordinary
Shares") not exceeding in aggregate the number of issued Ordinary Shares representing 20% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this resolution (excluding treasury shares and any Ordinary Shares which are held by our subsidiary(ies) under Sections 21(4B) or 21(6C) of the Companies Act 1967, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
market purchases on the Nasdaq Global Select Market or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted; and/or
off-market purchases (if effected other than on the Nasdaq Global Select Market or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act 1967,
and otherwise in accordance with all other laws and regulations and rules of the Nasdaq Global Select Market or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted as may be applicable, be and hereby is authorized and approved generally and unconditionally;
unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the mandate contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:
the date on which the next annual general meeting of the Company is held; or
the date by which the next annual general meeting of the Company is required by law to be held;
Shareholder Information
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Flex Ltd. published this content on June 24, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 24, 2025 at 20:19 UTC.
