Current Report Filing (8-k)
December 15 2017 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
December 14, 2017
Fabrinet
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-34775
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Not Applicable
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George
Town
Grand Cayman
KY1-9005
Cayman Islands
(Address
of principal executive offices, including zip code)
+66
2-524-9600
(Registrants 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 (see General Instruction A.2):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
2010 Performance Incentive Plan
On December 14, 2017, Fabrinets shareholders approved Fabrinets amended and restated 2010 Performance Incentive Plan (the
2010 Plan), which increases the number of authorized shares issuable under the 2010 Plan by 2,100,000 ordinary shares and provides for certain other amendments as described in the section entitled Proposal Three Approval of
Fabrinets Amended and Restated 2010 Performance Incentive Plan of Fabrinets proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on October 20, 2017.
A copy of the 2010 Plan is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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On December 14, 2017, Fabrinet
held its 2017 Annual Meeting of Shareholders (the Annual Meeting). Present at the Annual Meeting in person or by proxy were holders of 34,755,369 ordinary shares of Fabrinet, or approximately 92.5% 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
The shareholders elected the nominees listed below as Class II directors to serve on Fabrinets board of directors (the Board) for a term
of three years or until their respective successors have been duly elected and qualified.
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Seamus Grady
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31,650,659
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630,530
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2,474,180
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Thomas F. Kelly
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31,494,121
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787,068
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2,474,180
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Dr. Frank H. Levinson
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31,326,408
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954,781
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2,474,180
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Proposal 2
The
shareholders ratified the appointment of PricewaterhouseCoopers ABAS Ltd. as Fabrinets independent registered public accounting firm for the fiscal year ending June 29, 2018.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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34,251,617
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305,721
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198,031
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Proposal 3
The
shareholders approved Fabrinets amended and restated 2010 Performance Incentive Plan.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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30,110,241
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1,633,159
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537,789
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2,474,180
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Proposal 4
The
shareholders approved, on an advisory basis, the compensation of Fabrinets named executive officers.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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24,119,340
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7,634,187
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527,662
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2,474,180
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Proposal 5
The shareholders voted for 1 YEAR as the frequency of holding future votes on the compensation of Fabrinets named executive officers.
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker
Non-Votes
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26,858,427
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18,787
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5,202,714
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201,261
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2,474,180
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Consistent with the results of the vote and the Boards recommendation, the Board has determined that Fabrinet will hold
an advisory vote on the compensation of Fabrinets named executive officers every year until the next required advisory vote on the frequency of such votes.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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.
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FABRINET
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By:
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/s/
Toh-Seng
Ng
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Toh-Seng
Ng
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Executive Vice President, Chief Financial Officer
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Date: December 15, 2017
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