Fabrinet (NYSE: FN) shareholders back board nominees and PwC as auditor

Rhea-AI Filing Summary

Fabrinet reported the results of its 2025 Annual General Meeting of Shareholders held on December 11, 2025. Shareholders representing 34,035,138 ordinary shares, or about 95% of shares entitled to vote, were present in person or by proxy, indicating very high participation.

Shareholders elected Dr. Homa Bahrami and Caroline Dowling as Class I directors for three-year terms. Each nominee received a strong majority of votes cast. Investors also ratified PricewaterhouseCoopers ABAS Ltd. as Fabrinet’s independent registered public accounting firm for the fiscal year ending June 26, 2026, with substantial support.

In addition, shareholders approved, on an advisory basis, the compensation of Fabrinet’s named executive officers, with a clear majority voting in favor. Overall, all three management-supported proposals received shareholder approval.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 11, 2025

______________________

Fabrinet

(Exact name of registrant as specified in its charter)

Cayman Islands			001-34775			98-1228572
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

c/o Walkers Corporate Ltd.

190 Elgin Avenue, George Town

Grand Cayman

KY1-9008

Cayman Islands

(Address of principal executive offices, including zip code)

+66 2-524-9600

(Registrant’s 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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, $0.01 par value

FN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07    Submission of Matters to a Vote of Security Holders

On December 11, 2025, Fabrinet held its 2025 Annual General Meeting of Shareholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 34,035,138 ordinary shares of Fabrinet, or approximately 95.0% 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: Election of Directors

The shareholders elected the nominees listed below as Class I directors to serve on Fabrinet’s board of directors for a term of three years or until their respective successors have been duly elected and qualified.

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Dr. Homa Bahrami						30,454,485						2,973,587						607,066
Caroline Dowling						33,202,989						225,083						607,066

Proposal 2: Ratification of Appointment of Independent Auditors

The shareholders ratified the appointment of PricewaterhouseCoopers ABAS Ltd. as Fabrinet’s independent registered public accounting firm for the fiscal year ending June 26, 2026.

Votes For						Votes Against						Abstentions						Broker Non-Votes
33,447,195						569,148						18,795						—

Proposal 3: Advisory Approval of Named Executive Officer Compensation

The shareholders approved, on an advisory basis, the compensation of Fabrinet’s named executive officers.

Votes For						Votes Against						Abstentions						Broker Non-Votes
32,265,705						1,138,413						23,954						607,066

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.

			FABRINET
			By:			/s/ Csaba Sverha
						Csaba Sverha
						Executive Vice President, Chief Financial Officer
Date: December 12, 2025

FAQ

What did Fabrinet (FN) announce regarding its 2025 Annual General Meeting?

Fabrinet announced the voting results of its 2025 Annual General Meeting of Shareholders held on December 11, 2025, covering director elections, auditor ratification, and an advisory vote on executive compensation.

How much shareholder participation was reported at Fabrinet’s 2025 AGM?

Holders of 34,035,138 ordinary shares, representing approximately 95.0% of the total shares entitled to vote, were present in person or by proxy at the 2025 Annual General Meeting.

Which directors were elected at Fabrinet’s 2025 Annual General Meeting?

Shareholders elected Dr. Homa Bahrami and Caroline Dowling as Class I directors to serve on Fabrinet’s board of directors for a term of three years or until their successors are duly elected and qualified.

Which independent auditor did Fabrinet shareholders ratify for the 2026 fiscal year?

Shareholders ratified PricewaterhouseCoopers ABAS Ltd. as Fabrinet’s independent registered public accounting firm for the fiscal year ending June 26, 2026.

Did Fabrinet shareholders approve executive compensation at the 2025 AGM?

Yes. Shareholders approved on an advisory basis the compensation of Fabrinet’s named executive officers, with a majority of votes cast in favor of the proposal.

What was the main purpose of this Fabrinet Form 8-K filing?

The Form 8-K reports under Item 5.07 the submission of matters to a vote of security holders and discloses detailed vote counts for director elections, auditor ratification, and advisory approval of executive compensation.