UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
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Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On June 12, 2024, the Board of Directors (the “Board”) of Fabrinet (the “Company”) appointed Forbes I.J. Alexander to serve on the Board as a Class III director (with a term expiring at the Company’s next annual meeting of shareholders) until his successor is duly elected and qualified or his earlier death, resignation or removal. In addition, Mr. Alexander was appointed as a member of the Audit Committee of the Board.
Among other skills and qualifications, Mr. Alexander brings to the Board extensive executive leadership experience and financial knowledge. Mr. Alexander has served as a founding partner of Steadfast Partners LLP, an industrial technology advisory group, since January 2020. Mr. Alexander served as Executive Vice President of Jabil Inc, a global manufacturing services company, from September 2018 to January 2020, as Chief Financial Officer of Jabil from September 2004 to August 2018, and in other roles in finance at Jabil from 1993 to 2004. Prior to his roles at Jabil, Mr. Alexander held various finance roles in companies such as Tandy Electronics, Ltd., Octocom Systems U.K. Ltd and Apollo Computer (acquired by Hewlett-Packard in 1989). Mr. Alexander was a member of the board of directors and audit committee of McDermott International, Inc., a global engineering, procurement, construction and installation company, from June 2018 to April 2020 and Chicago Bridge & Iron Company N.V. (which merged into McDermott in 2018), an engineering, procurement and construction company, from May 2017 to May 2018. Mr. Alexander also serves on the board of directors of the Entrepreneurial Scotland Foundation (USA), a non-profit organization. Mr. Alexander earned a bachelor of arts degree in accounting from Abertay University.
Mr. Alexander will be compensated for service on the Board in accordance with the Company’s standard compensation policy for non-employee directors, the current terms of which are described in Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. There is no arrangement or understanding between Mr. Alexander and any other persons pursuant to which Mr. Alexander was elected as a director. In addition, Mr. Alexander will enter into the Company’s standard form of indemnification agreement, a copy of which was previously filed on January 28, 2010 as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-163268).
A copy of the Company’s press release announcing Mr. Alexander’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: June 14, 2024 | ||||||||
EX-99.1
Exhibit 99.1
Fabrinet Appoints Forbes Alexander to Board of Directors
BANGKOK, Thailand – June 14, 2024 – Fabrinet (NYSE: FN), a leading provider of advanced optical packaging and precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers of complex products, today announced that Forbes Alexander has been appointed to the Company’s Board of Directors, expanding the Board to eight members. Mr. Alexander will also serve as a member of the Board’s Audit Committee.
Mr. Alexander is an accomplished leader who brings extensive executive experience and financial knowledge to the Board. Mr. Alexander has served as a founding partner of Steadfast Partners LLP, an industrial technology advisory group, since January 2020. Mr. Alexander served as Executive Vice President of Jabil Inc (NYSE: JBL), a global electronic manufacturing services (EMS) company, from September 2018 to January 2020, as Chief Financial Officer of Jabil from September 2004 to August 2018, and in other roles in finance at Jabil from 1993 to 2004. Prior to his roles at Jabil, Mr. Alexander held various finance roles in companies such as Tandy Electronics, Ltd., Octocom Systems U.K. Ltd and Apollo Computer (acquired by Hewlett-Packard in 1989).
“Forbes brings extensive skills and experience to our Board of Directors,” said Tom Mitchell, Chairman of Fabrinet’s Board of Directors. “As an EMS industry veteran and financial leader, Forbes provides valuable executive perspectives that will benefit our organization as we continue to scale.”
Seamus Grady, Chief Executive Officer of Fabrinet, said “We are thrilled to have someone with Forbes’ distinguished experience and deep knowledge of the EMS space joining our Board. Combined with his many years of financial leadership, Forbes is an excellent addition to our organization, as we continue to advance our leadership position as a trusted manufacturing partner of the world’s most demanding OEMs.”
“I am excited and honored to be joining Fabrinet’s Board at this dynamic time in the company’s history,” said Mr. Alexander. “Fabrinet has carved a unique leadership position in the EMS industry, while expanding its excellent reputation in the marketplace. I am looking forward to contributing to the company’s continued growth and success.”
Previously, Mr. Alexander was a member of the board of directors and audit committee of McDermott International, Inc., a global engineering, procurement, construction and installation company, from June 2018 to April 2020 and Chicago Bridge & Iron Company N.V. (which merged into McDermott in 2018), an engineering, procurement and construction company, from May 2017 to May 2018. Mr. Alexander also currently serves on the board of directors of the Entrepreneurial Scotland Foundation (USA), a non-profit organization. Mr. Alexander earned a bachelor of arts degree in accounting from Abertay University.
About Fabrinet
Fabrinet is a leading provider of advanced optical packaging and precision optical, electro-mechanical, and electronic manufacturing services to original equipment manufacturers of complex products, such as optical communication components, modules and subsystems, automotive components, medical devices, industrial lasers and sensors. Fabrinet offers a broad range of advanced optical and electro-mechanical capabilities across the entire manufacturing process, including process design and engineering, supply chain management, manufacturing, advanced packaging, integration, final assembly and testing. Fabrinet focuses on production of high complexity products in any mix and any volume. Fabrinet maintains engineering and manufacturing resources and facilities in Thailand, the United States of America, the People’s Republic of China, and Israel. For more information visit: www.fabrinet.com.
SOURCE: Fabrinet
Investor Contact:
Garo Toomajanian
ir@fabrinet.com