Fabrinet Files Definitive Proxy Statement

TL;DR

Fabrinet dropped its proxy statement - time to vote on exec pay & board!

AI Summary

Fabrinet filed its definitive proxy statement (DEF 14A) on October 23, 2024, for its fiscal year ending June 26, 2024. The filing pertains to the company's annual meeting and related corporate governance matters. Key details regarding executive compensation, director elections, and shareholder proposals will be outlined in this document.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and strategic direction at the upcoming annual meeting.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard regulatory document for public companies and does not inherently represent new risks.

Key Players & Entities

• Fabrinet (company) — Registrant
• 0001140361-24-043972 (filing_id) — Accession Number
• 20241023 (date) — Filing Date
• 20241212 (date) — Period of Report
• 0626 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $39.5 m — gram for an aggregate purchase price of $39.5 million, which offset dilution from issua
• $2,883.0 million — 24 (1) Fiscal 2023 Change Revenue $2,883.0 million $2,645.2 million 9.0% GAAP gross ma
• $2,645.2 million — 23 Change Revenue $2,883.0 million $2,645.2 million 9.0% GAAP gross margin 12.4% 12.7%
• $296.2 million — 10.8% (20 basis points) Net income $296.2 million $247.9 million 19.5% Non-GAAP net i
• $247.9 million — s points) Net income $296.2 million $247.9 million 19.5% Non-GAAP net income (2) $324
• $324.6 million — lion 19.5% Non-GAAP net income (2) $324.6 million $282.7 million 14.8% Net income per
• $282.7 million — n-GAAP net income (2) $324.6 million $282.7 million 14.8% Net income per diluted share
• $8.10 — 14.8% Net income per diluted share $8.10 $6.73 20.4% Non-GAAP net income per
• $6.73 — Net income per diluted share $8.10 $6.73 20.4% Non-GAAP net income per dilute
• $8.88 — GAAP net income per diluted share (2) $8.88 $7.67 15.8% Closing share price (on
• $7.67 — t income per diluted share (2) $8.88 $7.67 15.8% Closing share price (on busine
• $268.00 — nouncement of fiscal year-end results) $268.00 $153.66 74.4% (1) Please see the se
• $153.66 — t of fiscal year-end results) $268.00 $153.66 74.4% (1) Please see the section tit

Filing Documents

• ny20035073x1_def14a.htm (DEF 14A) — 1967KB
• logo_fabrifooter.jpg (GRAPHIC) — 6KB
• logo_fabrinet.jpg (GRAPHIC) — 20KB
• ny20035073x1_barchart1.jpg (GRAPHIC) — 30KB
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• ny20035073x1_barcharts.jpg (GRAPHIC) — 46KB
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• ny20035073x1_darlenek.jpg (GRAPHIC) — 38KB
• ny20035073x1_davidm.jpg (GRAPHIC) — 46KB
• ny20035073x1_fjalexander.jpg (GRAPHIC) — 44KB
• ny20035073x1_frankl.jpg (GRAPHIC) — 49KB
• ny20035073x1_homab.jpg (GRAPHIC) — 50KB
• ny20035073x1_piecharts.jpg (GRAPHIC) — 90KB
• ny20035073x1_pvpchart01.jpg (GRAPHIC) — 158KB
• ny20035073x1_pvpchart02.jpg (GRAPHIC) — 152KB
• ny20035073x1_rollanceo.jpg (GRAPHIC) — 49KB
• ny20035073x1_seamusg.jpg (GRAPHIC) — 47KB
• ny20035073x1_thomask.jpg (GRAPHIC) — 50KB
• ny20035073x1_trianglebullet.jpg (GRAPHIC) — 4KB
• ny20035073x1_pc-01.jpg (GRAPHIC) — 558KB
• ny20035073x1_pc-02.jpg (GRAPHIC) — 504KB
• ny20035073x1_trianglebux3.jpg (GRAPHIC) — 4KB
• 0001140361-24-043972.txt ( ) — 8113KB
• fn-20241212.xsd (EX-101.SCH) — 3KB
• fn-20241212_def.xml (EX-101.DEF) — 2KB
• ny20035073x1_def14a_htm.xml (XML) — 186KB

Executive Compensation Program Highlights

Executive Compensation Program Highlights 4 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND PROCEDURAL MATTERS 7 How can I attend the Annual Meeting? 7 Can shareholders ask questions during the Annual Meeting? 7 Who is entitled to vote at the Annual Meeting? 7 Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? 7 What proposals will be voted on at the Annual Meeting? 8 How does the Board of Directors recommend that I vote? 8 What is the voting requirement to approve each of the proposals and how are votes counted? 8 How many shares must be present or represented to conduct business at the Annual Meeting? 8 How can I vote my shares during the Annual Meeting? 9 How can I vote my shares without attending the Annual Meeting? 9 What is the difference between holding shares as a shareholder of record and as a beneficial owner? 9 What happens if additional matters are presented at the Annual Meeting? 10 Can I change my vote? 10 What happens if I decide to attend the Annual Meeting but I have already voted or submitted a proxy card covering my shares? 10 What should I do if I receive more than one set of voting materials? 10 Is my vote confidential? 10 Where can I find the voting results of the Annual Meeting? 10 Who will bear the cost of soliciting votes for the Annual Meeting? 11 What is the deadline to propose actions for consideration at next year's annual meeting of shareholders or to nominate individuals to serve as directors? 11 How may I obtain a separate set of proxy materials or the Fiscal 2024 Annual Report? 12 Whom do I contact if I have questions? 12 Page FISCAL YEAR END 13 PROPOSAL ONE: ELECTION OF DIRECTORS 14 General 14 Nominees for Director 14 Recommendation of the Board of Directors 14 Biographical Information 15 DIRECTOR COMPENSATION 19 Annual N

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 35 Compensation Discussion and Analysis 35 Compensation and Risk Assessment 46 Compensation Committee Report 46 Summary Compensation Table 47 Grants of Plan-Based Awards in Fiscal 2024 49 Outstanding Equity Awards at Fiscal 2024 Year-End 50 Option Exercises and Shares Vested in Fiscal 2024 51 Potential Payments Upon Termination or Change of Control 52 ADDITIONAL COMPENSATION MATTERS 59 CEO Pay Ratio 59 Pay Versus Performance Disclosure 59 Policies and Practices Related to the Grant of Certain Equity Awards 63 Page CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 64 Related Party Transactions 64 Policy for Approval of Related Party Transactions 64

SECURITY OWNERSHIP BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT

SECURITY OWNERSHIP BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT 65 EQUITY COMPENSATION PLAN INFORMATION 66 DELINQUENT SECTION 16(a) REPORTS 66 OTHER MATTERS 66 APPENDIX A – GAAP TO NON-GAAP RECONCILIATION A-1 TABLE OF CONTENTS 2024 PROXY STATEMENT SUMMARY 2024 Annual General Meeting Date: Thursday, December 12, 2024 Time: 9:00 a.m. Pacific Standard Time Location: Online via the Internet at www.virtualshareholdermeeting.com/FN2024 Record Date: October 16, 2024 Voting: Shareholders as of the record date are entitled to vote. Shareholders may cast one vote for each ordinary share held by them as of the record date on all matters properly presented at the Annual Meeting. At the close of business on the record date, there were 36,267,888 ordinary shares outstanding and entitled to vote at the Annual Meeting, as well as 3,312,220 ordinary shares outstanding and held as treasury shares (which are not entitled to vote). Admission to Meeting: You are entitled to attend the Annual Meeting online, vote and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/FN2024 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card (if you requested printed materials). You will only be entitled to vote and submit questions at the Annual Meeting if you are a shareholder as of the record date. Matters to Be Voted on at the Annual Meeting Matter Board Recommendation Page Reference for More Information Proposal 1: Election of three Class III directors " FOR " each nominee Page 14 Proposal 2: Ratification of the appointment of PricewaterhouseCoopers ABAS Ltd. as Fabrinet's independent auditor for the fiscal year ending June 27, 2025 " FOR " Page 31 Proposal 3: Advisory vote to approve named executive officer compensation " FOR " Page 32 Class III Director Nominees: Terms to Expire in 2027 Name Director Since Expe

Business

Business Development & Strategy Information Security Other Public Co. Board Experience Forbes I.J. Alexander Dr. Homa Bahrami Seamus Grady Thomas F. Kelly Darlene S. Knight Dr. Frank H. Levinson David T. (Tom) Mitchell Rollance E. Olson 2024 PROXY STATEMENT 3 TABLE OF CONTENTS 2024 PROXY STATEMENT SUMMARY

Executive Compensation Program Highlights

Executive Compensation Program Highlights Our executive compensation program is designed to be heavily weighted towards compensating our executives based on company performance. To that end, we have implemented executive compensation policies and practices that reinforce our pay-for-performance philosophy and align with commonly viewed best practices and sound governance principles. What We Do Pay-for-performance, with significant portion of compensation at risk Caps on performance-based incentive compensation Multi-year performance periods Clawback policy on cash and equity incentive compensation Share ownership guidelines for executive officers and directors 100% independent directors on the Compensation Committee Independent compensation consultant engaged by the Compensation Committee Annual review and approval of our compensation strategy Engagement with shareholders Annual shareholder advisory vote on executive compensation What We Don't Do No targeting specific percentiles No guaranteed bonus No changing of multi-year targets after they are set No repricing or buyouts of equity awards No share "recycling" No short sales, hedging, or pledging of our ordinary shares No transactions involving derivatives of our ordinary shares No paying dividends or dividend equivalents on unvested equity awards Shareholder Engagement and Advisory Vote on Executive Compensation We have conducted shareholder outreach annually since 2016 and have provided shareholders with an annual say-on-pay advisory vote on compensation of our named executive officers since 2012. We are very pleased that shareholders have expressed their continued support of our compensation practices since our 2016 annual general meeting of shareholders. 4 2024 PROXY STATEMENT TABLE OF CONTENTS 2024 PROXY STATEMENT SUMMARY Pay for Performance We use a mix of long-term and short-term compensation components to align executive interests with shareholders and a

View Full Filing

View this DEF 14A filing on SEC EDGAR