Fabrinet Proxy: Annual Meeting December 10, 2026; Board Seeks Approval for Director Elections, PwC Ratification, and Executive Compensation
Fabrinet will hold its 2026 Annual General Meeting on December 10, 2026 at 9:00 a.m. PST via virtual format. Shareholders will vote on the election of two Class II director nominees (Seamus Grady and Thomas F. Kelly), ratification of PricewaterhouseCoopers ABAS Ltd. as independent auditor for fiscal year 2027, and an advisory vote to approve named executive officer compensation. Fabrinet reported record sixth consecutive fiscal year of results with revenue of $4.64 billion (up 35.7% YoY), net income of $473 mill...
Key takeaways
Annual meeting: Fabrinet's 2026 Annual General Meeting scheduled for December 10, 2026 at 9:00 a.m. PST virtually at www.virtualshareholdermeeting.com/FN2026; record date October 13, 2026 with 35,833,867 shares outstanding
Director elections: Board recommends voting FOR election of Seamus Grady (CEO, 9 years tenure) and Thomas F. Kelly (independent, 16 years tenure, Audit Committee Chair) as Class II directors for three-year terms expiring 2029
Auditor ratification: Board recommends voting FOR ratification of PricewaterhouseCoopers ABAS Ltd. as independent registered public accounting firm for fiscal year ending June 25, 2027; FY2026 audit fees were $1,709,768
Say-on-pay: Board recommends voting FOR advisory approval of executive compensation; approximately 97% of votes cast supported say-on-pay at the 2025 annual meeting
FY2026 record results: Revenue increased 35.7% YoY to $4.64 billion; net income rose 42.3% to $473 million; non-GAAP operating margin expanded 30 basis points to 10.8%
Executive compensation: CEO Seamus Grady received $13.6 million in total compensation for FY2026 (base salary $1.38M, stock awards $9.45M, non-equity incentive $2.32M, other compensation $453K)
Share repurchases: During fiscal 2026, Fabrinet repurchased 13,766 ordinary shares under its share repurchase program for an aggregate purchase price of $5.2 million, offsetting dilution from equity incentive plans
Key metrics
Disclosure changes
- Share ownership guidelines
In August 2026, the Board amended share ownership guidelines to increase minimum ownership value for CEO from 5x to 6x annual base salary, other executive officers from 2x to 3x annual base salary, and non-employee directors from 4x annual Board retainer to 5x annual Board retainer.
Strengthens alignment between executives, directors and shareholders by requiring higher skin-in-the-game thresholds - Board composition
Board consists of 6 directors with 5 out of 6 independent; Caroline Dowling appointed October 2025; Forbes I.J. Alexander joined June 2024; Thomas F. Kelly serves as Audit Committee Chair with cybersecurity expertise; Dr. Frank H. Levinson serves as Lead Independent Director since June 2025
Board refreshment ongoing with 2 out of 6 directors having tenure under 5 years; maintains majority independence - Executive compensation program
FY2026 executive compensation maintained similar overall design with 67% PSUs and 33% RSUs weighting; maximum bonuses awarded under Fiscal 2026 Bonus Plan (120% of target) due to exceeding maximum revenue and non-GAAP operating margin targets
Pay-for-performance philosophy maintained with strong alignment to financial targets - Fiscal 2025-2026 PSU cycle results
FY25-26 Base PSUs: 100% vested (cumulative revenue of $8,060.4 million exceeded $6,293.5 million target; non-GAAP operating margin of 10.679% exceeded 10.2% target). FY25-26 Stretch PSUs: 97.9% vested with 2.1% forfeited (revenue exceeded stretch target; operating margin of 10.679% fell between 10.2% threshold and 10.7% maximum)
Demonstrates strong performance against challenging targets; compensation committee certified achievement in August 2026 - Fiscal 2026 peer group
Peer group for FY2026 consisted of 20 companies including Amkor Technology and Skyworks Solutions (added) while Viasat and Vishay Intertechnology were removed
Peer group used for market comparison of executive compensation competitiveness
Primary source
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