Fabrinet (FN) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to Fabrinet's 2020 Annual Meeting of Shareholders. I would now like to hand the conference to your speaker today, Colin Campbell, Chairman of the Meeting. Please go ahead, sir.

Good morning, ladies and gentlemen. Again, I'm Colin Campbell, Fabrinet's General Counsel. I've been asked by our Chairman of the Board to preside as the chairman of today's meeting, which I will now call to order. I will begin by introducing our directors and executive officers who are with us today. From our Board of Directors, we have: Tom Mitchell, the Chairman of Board; Seamus Grady, our Chief Executive Officer; Rollance Olson, our Lead Independent Director; Dr. Homa Bahrami, Chairman of the Nominating and Governance Committee; Thomas Kelly, Chair of the Audit Committee; Dr. Frank Levinson, Chair of the Compensation Committee; and Gregory Dougherty. From the management team, we have, again, Seamus Grady, our Chief Executive Officer; and Csaba Sverha, our CFO. I also would like to introduce [indiscernible], from PricewaterhouseCoopers, our outside independent accountants and [indiscernible]. We also have today, Jose Macias and Erika Muhl of Wilson Sonsini Goodrich & Rosati, our outside counsel; Garo Toomajanian of ICR, Inc., our Investor Relations representative; and Andrew Wilcox, our inspector of elections, representing Broadridge Financial Solutions. Mr. Wilcox has signed an oath of office, which will be filed with the minutes of this meeting. The agenda for today's meeting and rules of conduct have been posted on the virtual meeting web portal. Please review and abide by the rules of conduct to facilitate an orderly meeting and allow us to accomplish the items on the agenda. In today's meeting, we will address and vote on the proposals described in Fabrinet's proxy statement dated October 22, 2020. Following the vote, we will announce the preliminary results and then adjourn the formal meeting. After we adjourn, we will provide time to answer appropriate questions from shareholders. Only validated shareholders may ask questions in the designated field on the web portal. Questions may be submitted at any time during the meeting and prior to the end of the question-and-answer session. I have in hand an affidavit certifying that notice of this meeting was duly given and that the proxy materials for this meeting were made available on or about October 22, 2020, to all shareholders of record at the time -- at the close of business on October 14, the record date for this meeting. As of the record date, there were 36,937,866 ordinary shares of Fabrinet outstanding and entitled to vote on each proposal at this meeting. A complete listing of the shareholders of record as of the record date has been prepared and certified by our registrar and transfer agent, Computershare. This list will be filed with the records of the company and is available for inspection by any shareholder for purposes related to this meeting. The inspector of election has advised me that we have present, in person and by proxy, a sufficient number of shares to cast the quorum necessary to proceed with this meeting. Turning to the voting procedures. If you have previously sent in your proxy or voted via telephone or internet and do not intend to change your vote, it is not necessary you take any further action. Your vote will be counted. If you are eligible to vote and have not yet done so or if you want to change your vote, you may vote by clicking on the voting button on the web portal and following the instructions there. If you logged into the web portal as a guest, you will not be able to vote during the meeting. [Operator Instructions] As set forth in the notice of meeting, there are 3 proposals before the meeting today. The first proposal is to elect Seamus Grady and Thomas Kelly as Class II directors, each to 2 hold office for a 3-year term expiring in 2023 or until their respective successors have been duly elected and qualified. The second proposal is to ratify the appointment of PricewaterhouseCoopers Ltd. as Fabrinet's independent registered public accounting firm for the current fiscal year ending June 25, 2021. The third proposal is to approve, on an advisory basis, the compensation paid to Fabrinet's named executive officers. Fabrinet's Board of Directors recommends you vote in favor of each of these proposals. Mr. Macias, have any questions been submitted that pertain to any one of these proposals or the voting procedures?

I can confirm that no questions have been submitted.

Thank you, Mr. Macias. So polls for voting are now open. If you are eligible to vote and have not done so or if you want to change your vote, you may vote by clicking on the voting button on the web portal and following the instructions there. Upon the closing of the polls, no ballots, proxies, votes -- or any fabrications or changes will be accepted. I will pause at this time to allow the shareholders to complete any online voting. [Voting]

I hereby declare the polls closed at 9:06 Pacific Time. Mr. Wilcox, will you please report on the preliminary results of the voting.

Thank you, Mr. Campbell. Based upon the preliminary results, I can report that: one, each of Seamus Grady and Thomas Kelly have been elected to the Board; two, the proposal for the ratification of PricewaterhouseCoopers as Fabrinet's independent auditor, passed; and three, the advisory vote on executive compensation, passed.

Thank you, Mr. Wilcox. The inspector of elections will conduct a final vote of all -- votes count on this matter and the results will be included in the minutes of this meeting and in our current report on Form 8-K announcing the results of this year. This concludes the official business of the meeting, and I declare this meeting adjourned. We will now take and respond to appropriate shareholder questions that have been submitted in advance of the meeting or entered today on the web portal. We will attempt to answer any questions as time allows, but only questions that follow the rules of conduct will be addressed. Please note that federal securities law prohibit us from providing any material nonpublic information in this forum. This includes any information that would update or confirm any financial guidance we've previously disclosed. If any questions touch on any of these material nonpublic matters, we will not be able to answer those questions. Mr. Macias, have we received any shareholder questions that are in compliance with the rules?

Mr. Campbell, we have received no questions.

Thank you, Mr. Macias. That will conclude the meeting. Thank you all for attending and for your continued support of Fabrinet. Now the meeting is adjourned.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.