Fabrinet (FN) Proxy filing summary

Executive summary

• FY26 marked the sixth consecutive year of record revenue, net income and diluted EPS; revenue was $4,641.1 million vs. $3,419.3 million in FY25, and net income was $473.0 million vs. $332.5 million.

• Repurchased 13,766 ordinary shares for $5.2 million in FY26, offsetting dilution from equity incentive plan issuances.

Voting matters and shareholder proposals

• The Dec. 10, 2026 virtual annual meeting will vote on two Class II director nominees for terms through 2029, PwC auditor ratification for FY27 and an advisory say-on-pay proposal; the Board recommends FOR each.

• Director elections require a plurality; a nominee receiving more WITHHOLD than FOR votes is expected to tender a resignation for Board consideration. Proposals 2 and 3 require a majority of votes cast.

• Proposals for inclusion in the 2027 proxy must reach the Corporate Secretary by June 22, 2027; the advance-notice period runs Aug. 6–Sept. 5, 2027, with Rule 14a-19 notice due Oct. 11, 2027.

Board of directors and corporate governance

• The six-member Board has five independent directors; incumbent directors attended 100% of Board and committee meetings in FY26, and independent directors meet in executive session at regularly scheduled Board meetings.

• Seamus Grady serves as CEO and Board Chair; Dr. Frank H. Levinson is Lead Independent Director and presides over independent-director executive sessions.

• Seamus Grady and Thomas F. Kelly are nominees for three-year Class II terms ending in 2029; Kelly chairs the Audit Committee and serves on Compensation.

• In August 2026, the Board raised ownership thresholds to 6x base salary for the CEO, 3x for other executives and 5x the annual Board retainer for non-employee directors.