false 0001408710 0001408710 2020-12-10 2020-12-10





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 10, 2020




(Exact name of registrant as specified in its charter)




Cayman Islands   001-34775   98-1228572

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

c/o Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town

Grand Cayman


Cayman Islands

(Address of principal executive offices, including zip code)

+66 2-524-9600

(Registrant’s telephone number, including area code)


(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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Ordinary Shares, $0.01 par value   FN   New York Stock Exchange

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 10, 2020, Fabrinet held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 34,553,543 ordinary shares of Fabrinet, or approximately 93.5% 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.



   Votes For      Votes Withheld      Broker Non-Votes  

Seamus Grady

     33,047,201        523,619        982,723  

Thomas F. Kelly

     32,667,350        903,470        982,723  

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 25, 2021.


Votes For


Votes Against




Broker Non-Votes


  1,120,564   1,687  

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




Broker Non-Votes


  5,829,651   542,487   982,723


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.



/s/ Csaba Sverha

  Csaba Sverha
  Executive Vice President, Chief Financial Officer

Date: December 11, 2020