Fabrinet (FN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 11, 2025, with shareholders able to vote and ask questions online if they are holders as of October 16, 2025.

• Three main proposals are up for vote: election of two Class I directors, ratification of the independent auditor, and an advisory vote on executive compensation.

• Fiscal 2025 marked the fifth consecutive year of record revenue, net income, and EPS, with an 18.6% revenue increase to $3.42 billion and a 13.2% rise in net income per diluted share.

• 561,858 shares were repurchased for $125.7 million, offsetting dilution from equity incentive plans.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class I directors for three-year terms, ratifying PricewaterhouseCoopers ABAS Ltd. as auditor for FY2026, and approving executive compensation on an advisory basis.

• Board recommends voting “FOR” all proposals.

• Shareholders may submit proposals for the 2026 meeting by June 25, 2026, and director nominations between August 9 and September 8, 2026.

Board of directors and corporate governance

• Board will reduce from eight to six members after the meeting; five of six continuing directors/nominees are independent.

• Board diversity includes a mix of tenures, genders, and skillsets; annual evaluations and succession planning are in place.

• Board leadership structure combines CEO and Chair roles, with a lead independent director appointed.

• Committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent and have defined charters.

• Share ownership guidelines require executives and directors to hold significant equity; insider trading and prohibited transactions policies are enforced.