Fabrinet 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Sales of Unregistered Securities Not applicable. Purchases of Equity Securities by the Issuer and Affiliated Purchasers On August 21, 2017, we announced that our board of directors had approved a share repurchase program to permit us to repurchase up to $30.0 million worth of our issued and outstanding ordinary shares in the open market in accordance with applicable rules and regulations, at such time and such prices as management may decide. In February 2018 and May 2019, we announced that our board of directors approved increases of $30.0 million and $50.0 million, respectively, to the original share repurchase authorization, bringing the aggregate authorization to $110.0 million. The repurchased shares will be held as treasury stock. During the three months ended March 27, 2020, we repurchased 355,000 shares under the program at an average price per share of $58.37, totaling $20.7 million. As of March 27, 2020, we had a remaining authorization to purchase up to $41.5 million worth of our ordinary shares. The following table summarizes share repurchase activity for the three months ended March 27, 2020: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased As Part of Publicly Announced Program Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program December 28, 2019 – January 24, 2020 — $ — — $ 62,220,607 January 25, 2020 – February 21, 2020 — $ — — $ 62,220,607 February 22, 2020 – March 27, 2020 355,000 $ 58.37 355,000 $ 41,499,413 Total 355,000 $ 58.37 355,000 $ 41,499,413 ITEMS 3, 4 and 5 are not applicable and have been omitted. 64 Table of Contents ITEM 6. EXHIBITS Incorporated by reference herein Exhibit Number Description Form Exhibit No. Filing Date 10.1 Amended and restated offer letter, dated February 1, 2020, between Toh-Seng Ng and Fabrinet USA, Inc. 8-K 10.1 February 3, 2020 10.2 Amended and restated offer letter, dated March 17, 2020, between Csaba Sverha and Fabrinet USA, Inc. 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance. 101.SCH Inline XBRL Taxonomy Extension Schema. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Fabrinet under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. 65 Table of Contents SIGNATURE 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 thereunto duly authorized. FABRINET Date: May 5, 2020 /s/ Csaba Sverha Csaba Sverha Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) 66