Fabrinet (FN) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for December 12, 2024, will be held virtually, allowing all shareholders to attend, vote, and submit questions online.

• Shareholders of record as of October 16, 2024, are entitled to vote on all matters presented at the meeting.

• Fiscal 2024 marked the fourth consecutive year of record revenue, net income, and net income per diluted share, with a 9% revenue increase and a 20.4% rise in net income per diluted share compared to fiscal 2023.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms expiring in 2027.

• Ratification of PricewaterhouseCoopers ABAS Ltd. as independent auditor for fiscal year ending June 27, 2025.

• Advisory vote to approve named executive officer compensation.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of eight directors, six of whom are independent; separate Chairman and CEO roles.

• Annual Board and Committee evaluations, 100% attendance at meetings in fiscal 2024, and a majority voting director resignation policy in uncontested elections.

• Share ownership guidelines require CEO to hold 5x base salary, other executives 2x, and directors 4x annual retainer.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.