UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
______________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
+66 2 -524-9600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On December 12, 2023, Fabrinet held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 34,662,652 ordinary shares of Fabrinet, or approximately 95.4% of the total shares entitled to vote. The voting results for each of the proposals considered at the Annual Meeting are provided below.
Proposal 1: Election of Directors
The shareholders elected the nominees listed below as Class II directors to serve on Fabrinet’s board of directors for a term of three years or until their respective successors have been duly elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Seamus Grady | 33,241,130 | 808,001 | 613,521 | |||||||||||||||||
| Thomas F. Kelly | 30,529,106 | 3,520,025 | 613,521 | |||||||||||||||||
Proposal 2: Ratification of Appointment of Independent Auditors
The shareholders ratified the appointment of PricewaterhouseCoopers ABAS Ltd. as Fabrinet’s independent registered public accounting firm for the fiscal year ending June 28, 2024.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 33,498,056 | 1,120,998 | 43,598 | — | |||||||||||||||||
Proposal 3: Advisory Approval of Named Executive Officer Compensation
The shareholders approved, on an advisory basis, the compensation of Fabrinet’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 32,634,654 | 1,359,943 | 54,534 | 613,521 | |||||||||||||||||
Proposal 4: Advisory Approval of Preferred Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
The shareholders voted, on an advisory basis, to hold future advisory votes to approve the compensation of Fabrinet’s named executive officers every one year.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 32,959,934 | 3,739 | 1,033,416 | 52,042 | 613,521 | ||||||||||||||||||||||
Consistent with the results of this vote and the recommendation of Fabrinet’s board of directors in the proxy statement for the Annual Meeting, Fabrinet will hold an advisory vote on the compensation of Fabrinet’s named executive officers every year until the next required advisory vote on the frequency of such votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FABRINET | ||||||||
| By: | /s/ Csaba Sverha | |||||||
| Csaba Sverha | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||
| Date: December 13, 2023 | ||||||||