What changed in this filing

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Item 9A. Controls and Procedures

2020-08-18 compared with 2019-08-20 · 73 added, 112 removed, 93 unchanged (67% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the

participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures (as defined in

Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Annual

Report on Form 10-K.

Based on their evaluation, our management concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to

disclose in reports we file or submit under the Exchange Act, (i) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S.

Securities and Exchange Commission, and (ii) is

accumulated and communicated to Fabrinets management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)

and 15d-15(e)

of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), as of the end of the period covered by this Annual Report on Form 10-K.

Based on their evaluation, our management concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in reports we file or submit under the Exchange Act, (i) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S.

Securities and Exchange Commission, and (ii) is accumulated and communicated to Fabrinet’s management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes

in our internal control over financial reporting during the three months ended June 28, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the three months ended June 26, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company as defined in

Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company as defined in Rule 13a-15(f)

and 15d-15(f)

under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately, and fairly reflect the

transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately, and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has

assessed the effectiveness of our internal control over financial reporting as of June 28, 2019.

In making this assessment, management used the criteria described in Internal Control -Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on their assessment, management

concluded that we maintained effective internal control over financial reporting as of the end of fiscal year 2019, based on the criteria in Internal Control Integrated Framework (2013) issued by COSO.

The effectiveness of our internal

control over financial reporting as of June 28, 2019 has been audited by PricewaterhouseCoopers ABAS Ltd., an independent registered public accounting firm, as stated in their report which appears herein.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of our internal control over financial reporting as of June 26, 2020.

In making this assessment, management used the criteria described in Internal Control -Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on their assessment, management concluded that we maintained effective internal control over financial reporting as of the end of fiscal year 2020, based on the criteria in Internal Control — Integrated Framework (2013) issued by COSO.

The effectiveness of our internal control over financial reporting as of June 26, 2020 has been audited by PricewaterhouseCoopers ABAS Ltd., an independent registered public accounting firm, as stated in their report which appears herein.

OTHER INFORMATION.

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2019 Annual

Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K (the 2019 Proxy Statement).

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2020 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K

(the “2020 Proxy Statement”).

EXECUTIVE COMPENSATION.

4 unchanged sentences

Information responsive to this item is incorporated herein by reference to our 2020 Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Information responsive to this item is incorporated herein by reference to our 2020 Proxy Statement.

4 unchanged sentences

Financial Statement Schedules

All schedules are omitted because they are

not required, are not applicable or the information is included in the consolidated financial statements or notes thereto.

We have filed, or incorporated by reference into this Annual Report on Form 10-K, the exhibits listed in Item 15(b) of this Annual Report on Form 10-K.

All schedules are omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or notes thereto.

We have filed, or incorporated by reference into this Annual Report on Form 10-K,

the exhibits listed in Item 15(b) of this Annual Report on Form 10-K.

EXHIBIT INDEX

4 unchanged sentences

Description of Fabrinet’s Securities

August 20, 2019

2010 Performance Incentive Plan, as amended and restated

4 unchanged sentences

February 5, 2013

2010 Performance Incentive Plan Form of Restricted Share Unit

2010 Performance Incentive Plan – Form of Restricted Share Unit Agreement

February 5, 2013

3 unchanged sentences

November 8, 2017

2017 Inducement Equity Incentive Plan Form of Restricted Share Unit

2017 Inducement Equity Incentive Plan – Form of Restricted Share Unit Agreement

November 8, 2017

2017 Inducement Equity Incentive Plan Form of Performance-Based Restricted Share Unit

2017 Inducement Equity Incentive Plan – Form of Performance-Based Restricted Share Unit Agreement

November 8, 2017

Letter agreement, dated May

1, 2019, regarding amendment of David T.

Mitchells PSUs

Letter agreement, dated August

14, 2019, regarding amendment of David T.

2020 Equity Incentive Plan

December 12, 2020

2020 Equity Incentive Plan – Form of Restricted Share Unit Agreement

December 12, 2020

2020 Equity Incentive Plan – Form of Performance-Based Restricted Share Unit Agreement

December 12, 2020

Letter agreement, dated August 14, 2019, regarding amendment of David T.

Mitchell’s RSUs

August 20, 2019

Offer letter, dated September 20, 2017, by and between Seamus Grady and

Offer letter, dated September 20, 2017, by and between Seamus Grady and Fabrinet

September 25, 2017

Change in Control and Severance Agreement, dated February

26, 2019, by and between Seamus Grady and Fabrinet

February 28, 2019

Incorporated by reference herein

Change in Control and Severance Agreement, dated February 26, 2019, by and between Seamus Grady and Fabrinet

February 28, 2019

Amended and Restated Offer Letter, dated January 9, 2018, by and between Dr.

3 unchanged sentences

November 7, 2007

Amended and Restated Offer Letter, dated January 9, 2018, between Toh-Seng Ng and Fabrinet USA, Inc.

Amended and restated offer letter, dated February 1, 2020, between Toh-Seng Ng and Fabrinet USA, Inc.

February 3, 2020

Amended and restated offer letter, dated March 17, 2020, between Csaba Sverha and Fabrinet USA, Inc.

Description of Fiscal 2020 Executive Incentive Plan

4 unchanged sentences

August 17, 2020

Separation Agreement and Release, dated August

20, 2018, by and among Fabrinet, Fabrinet USA, Inc.

August 20, 2018

Form of Indemnification Agreement

January 28, 2010

Manufacturing Agreement, dated May

29, 2005, by and between the registrant and FBN New Jersey Holdings Corp.

November 7, 2007

Manufacturing Agreement, dated January

2, 2000, by and between the registrant and Fabrinet Co., Ltd.

November 7, 2007

Administrative Services Agreement, dated January

2, 2000, by and between the registrant and Fabrinet USA, Inc.

Manufacturing Agreement, dated May 29, 2005, by and between the registrant and FBN New Jersey Holdings Corp.

November 7, 2007

Administrative Services Agreement, dated July

3, 2008, by and between the registrant and Fabrinet Pte.

Manufacturing Agreement, dated January 2, 2000, by and between the registrant and Fabrinet Co., Ltd.

November 7, 2007

Credit Agreement, dated as of May

22, 2014, by and among Fabrinet, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A.

as administrative agent

Incorporated by reference herein

First Amendment to Credit Agreement, effective as of September

25, 2014, by and among Fabrinet, the guarantors party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent

Administrative Services Agreement, dated January 2, 2000, by and between the registrant and Fabrinet USA, Inc.

November 7, 2007

Second Amendment to Credit Agreement, dated as of February

26, 2015, by and among Fabrinet, the guarantors party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent

March 2, 2015

Third Amendment to Credit Agreement, dated as of July

31, 2015, by and among Fabrinet, the designated borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent

August 5, 2015

Fourth Amendment to Credit Agreement, dated as of July

22, 2016, by and among Fabrinet, the designated borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent

Administrative Services Agreement, dated July 3, 2008, by and between the registrant and Fabrinet Pte.

November 20, 2009

Fifth Amendment to Credit Agreement, dated as of June 4, 2018, by and among Fabrinet, the

Designated Borrowers party thereto, the Guarantors party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent.

Security and Pledge Agreement, dated as of May

22, 2014, by and between Fabrinet and Bank of America, N.A.

as administrative agent

Incorporated by reference herein

Lease Agreement, dated July

1, 2013, by and between Donly Corporation and FBN New Jersey Manufacturing, Inc.

August 16, 2013

Primary Contract Manufacturing Agreement, dated January

1, 2008, by and between JDS Uniphase Corporation and the registrant

Credit Facility Agreement, dated as of August 20, 2019, by and between Fabrinet Co., Ltd.

and Bank of Ayudhya Public Company Limited

September 12, 2019

Term Loan Agreement, dated as of August 20, 2019, by and between Fabrinet Co., Ltd.

and Bank of Ayudhya Public Company Limited

September 12, 2019

Primary Contract Manufacturing Agreement, dated January 1, 2008, by and between JDS Uniphase Corporation and the registrant

January 19, 2010

List of Subsidiaries

August 20, 2019

Consent of PricewaterhouseCoopers ABAS Ltd.

3 unchanged sentences

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

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance

Inline XBRL Taxonomy Extension Schema

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Incorporated by reference herein

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Indicates management contract or compensatory plan.

Confidential treatment has been requested for portions of this exhibit.

Confidential treatment has been granted for portions of this exhibit.

Financial Statement Schedules:

See Item 15(a)(2), above.

FORM 10-K SUMMARY.

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) 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, on August 20, 2019.

/ S / T OH -S ENG N G

Pursuant to the requirements of Section 13 or 15(d) 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, on August 18, 2020.

/ S / C SABA S VERHA

Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seamus Grady and Toh-Seng Ng and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his

name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and all documents in connection therewith,

with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing

requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said

attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seamus Grady and Csaba Sverha and each of them, as his true and lawful attorney-in-fact

and agent with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K

and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact

and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact

and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/ S / S EAMUS G RADY

1 unchanged sentence

August 18, 2020

/ S / T OH -S ENG

/ S / C SABA S VERHA

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures