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# Flex Proxy Shows Subsidiaries Hired AI Startup Run By CEO's Son, Fees Capped At $2.5 Million
- URL: https://www.bullished.co/flex-proxy-shows-subsidiaries-hired-ai-startup-run-by-ceos-son-fees-capped-at-2-5-million/
- Published: 2026-10-05T15:54:52.000Z
- Updated: 2026-10-05T15:54:51.000Z
- Description: The proxy for the Axiom spin-off vote also names Revathi Advaithi as Axiom's CEO and Flex's chair, and sets a November 2 meeting.
- Author: Matteo Parrino
- Tags: SEC Filings, FLEX, Industry: Technology, Topic: Leadership & Governance

[Flex](https://www.bullished.co/tag/flex/)'s subsidiaries signed an AI payment-processing contract with a startup run by the son of CEO Revathi Advaithi, with [fees capped at $2.5 million](https://www.sec.gov/Archives/edgar/data/0000866374/000119312526413189/d79728ddef14a.htm?ref=bullished.co) over 12 months, according to the proxy filed Monday. The same document says Advaithi is expected to leave the Flex CEO job to run Axiom, the business Flex plans to spin off.

## What the proxy says about the related-party deal

The startup is Fragment Data Technologies. Its co-founder and CEO, Pranav Mulgund, is Advaithi's son, the proxy states.

The agreements took effect August 21\. Fragment supplies an AI-driven payment-processing platform meant to help automate the systems Flex uses to order from and pay its suppliers.

The spending limit is time-bound. Total fees under the deal cannot top $2.5 million in the [12 months following](https://www.sec.gov/Archives/edgar/data/0000866374/000119312526413189/d79728ddef14a.htm?ref=bullished.co) sign-off by Flex's board and its Nominating, Governance and Public Responsibility Committee. Axiom is allowed to use the platform during that same window.

When the 12 months end, both sides must reassess the arrangement and re-approve it in writing to keep it going. Any renewal also has to clear Flex's policy for reviewing deals with related persons, the filing says.

Advaithi's total compensation was $44,391,138, the filing says. She is expected to step down as Flex CEO and become CEO of the spun-off Axiom, while serving as non-executive Flex chair for a transitional period not to exceed 24 months.

## The three votes and how they interlock

Shareholders face three management proposals. The bonus issuance and the capital reduction are inter-conditional, meaning that if either fails, the other falls with it. The distribution needs at least three-fourths of the Flex ordinary shares present and voting.

The third proposal covers extra annual cash pay for a newly created Lead Independent Director role. Singapore law requires shareholder approval for it, and the post is to be filled before the spin-off takes effect. The board recommends voting "FOR" all three.

In a letter to shareholders, Advaithi wrote: "I am confident in the opportunities ahead for both Flex and Axiom."

## What holders would receive

Flex plans to distribute roughly 88.0% to 94.0% of Axiom's shares pro rata to its shareholders and keep the remainder. Holders need not pay anything or give up Flex shares. The company expects the distribution to be tax-free for U.S. federal income tax purposes, apart from cash paid in place of fractional shares.

Flex shares will keep trading on Nasdaq as FLEX. Axiom is expected to list there as AXM, subject to approvals. Flex shares closed at $116.61 on Friday (market data).

Axiom is expected to take on up to $4,565 million in credit facilities. It may use them to help fund the EPC Power Acquisition or to pay Flex a cash dividend that retires acquisition debt. Flex says the split gives each company a sharper focus, with Axiom aimed at power and thermal systems for AI data centers.

## What to watch

Shareholders vote at the extraordinary general meeting on November 2\. Singapore High Court approval is still required before the spin-off can close.

### Sources

- [Flex Ltd. — DEF 14A (2026-10-05)](https://www.sec.gov/Archives/edgar/data/0000866374/000119312526413189/d79728ddef14a.htm?ref=bullished.co) — SEC EDGAR
- [Flex Ltd. (FLEX) stock price, news, quote and history - Yahoo Finance](https://au.finance.yahoo.com/quote/FLEX/?ref=bullished.co) — Yahoo Finance
- [Federal Register :: Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend NYSE American Rule 903G](https://www.federalregister.gov/documents/2026/10/02/2026-20195/self-regulatory-organizations-nyse-american-llc-notice-of-filing-and-immediate-effectiveness-of?ref=bullished.co) — federalregister.gov
- [Federal Register :: Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend NYSE Arca Rule 5.32-O](https://www.federalregister.gov/documents/2026/10/02/2026-20196/self-regulatory-organizations-nyse-arca-inc-notice-of-filing-and-immediate-effectiveness-of-proposed?ref=bullished.co) — federalregister.gov

### More on Flex

- [Flex Lines Up $2 Billion Axiom Preferred Deal, With A Redemption Guarantee If Spin-Off Slips Past 2027](https://www.bullished.co/flex-lines-up-2-billion-axiom-preferred-deal-with-a-redemption-guarantee-if-spin-off-slips-9ee8e85a/)
- [Flex Signs $3.3 Billion Term Loan To Fund EPC Power Deal, Cutting Bridge Facility By The Same Amount](https://www.bullished.co/flex-signs-3-3-billion-term-loan-to-fund-epc-power-deal-cutting-bridge-facility-by-the-00f1fbba/)

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