Fabrinet (FN) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Fabrinet Annual Meeting. I would now like to hand the conference over to your speaker today, Colin Campbell. Please go ahead.

Good morning, ladies and gentlemen, and welcome to Fabrinet's 2021 Annual Meeting of Shareholders. I am Colin Campbell, Fabrinet's General Counsel. As requested by Tom Mitchell, our Chairman of the Board, I will be presiding as the Chairman of today's meeting, which I 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 Seamus Grady, our Chief Executive Officer; Rollance Olson, our Lead Independent Director; Dr. Homa Bahrami, our Chair of the Nominating and Governance Committee; Thomas Kelly, the Chair of our Audit Committee; Dr. Frank Levinson, the Chair of our Compensation Committee; and Gregory Dougherty. From our management team, we have, Seamus Grady, our Chief Executive Officer again; and Csaba Sverha, our Chief Financial Officer. I also would like to introduce today [indiscernible] of PricewaterhouseCoopers, our independent public accountants; Jose Macias and Erika Muhl of Wilson Sonsini Goodrich & Rosati, our outside Corporate Counsel; and Garo Toomajanian of ICR, Inc., our Investor Relations representative. And finally, 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 and rules of conduct for this meeting are posted on the virtual meeting web portal. Please abide by the rules of conduct in order 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 21, 2021. 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 an affidavit certifying that the notice of this meeting was duly given and the proxy materials for this meeting were made available on October 21, 2021, to all shareholders of record as of the close of business on October 13, 2021, the record date for this meeting. As of the record date, there were 37,018,313 ordinary shares of Fabrinet outstanding and entitled to vote on each proposal presented in 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 constitute the quorum necessary to proceed with this meeting. Turning to the voting procedures. If you previously have sent in your proxy or voted via telephone or Internet, and you do not intend to change your vote, it is not necessary that you take any further action. Your vote will be counted. 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. If, however, you logged into the web portal as a guest, you will not be able to vote during the meeting. If any shareholder would like to ask a question regarding any of the proposals or voting procedures, please submit your question through the web portal. As set forth in the notice of meeting, there are 3 proposals properly before this meeting today. The first proposal is to elect Dr. Frank Levinson and David T. Mitchell as Class III directors, each to hold office for a 3-year term expiring in 2024 or until their respective successors have been duly elected and qualified. The second proposal is to ratify the appointment of PricewaterhouseCoopers ABAS Ltd. as Fabrinet's independent registered public accounting firm for the current fiscal year ending June 24, 2022. 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 that you vote in favor of each of these proposals. Mr. Macias, have any questions been submitted that pertain to any one of these 3 proposals or the voting procedures?

Mr. Campbell, I can confirm that no questions have been submitted.

Thank you, Mr. Macias. The polls are now open for voting. 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 verifications or changes will be accepted. I will pause at this time to allow the shareholders to complete any online voting. [Voting]

I hereby declare to close polls at 9:07 a.m. 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: one, that each of Dr. Frank Levinson and David T. Mitchell have been elected to the Board; two, that the proposal for the ratification of PricewaterhouseCoopers as Fabrinet's independent auditor has passed; and three, that the advisory vote on executive compensation has also passed.

Thank you, Mr. Wilcox. The inspector of elections will conduct a final count of all votes on this matters, 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 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 as many questions as time allows, but only questions that follow the rules of conduct will be addressed. Please note that federal securities law prohibits 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 this or any material nonpublic information, we will not be able to address those questions. Mr. Macias, have we received any shareholder questions that are in compliance with the rules of conduct?

Mr. Campbell, there are no questions to address.

Thank you, Mr. Macias, and thank you all for attending this meeting today and for your continued support of Fabrinet.

This concludes today's conference call. Thank you for participating. You may now disconnect.