Fabrinet 10-K

ITEM 9A. CONTROLS AND PROCEDURES. 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 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 26, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 113 Table of Contents 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. 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 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 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. ITEM 9B. OTHER INFORMATION. Not applicable. 114 Table of Contents PART III ITEM 10. 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 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”). ITEM 11. EXECUTIVE COMPENSATION. Information responsive to this item is incorporated herein by reference to our 2020 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Information responsive to this item is incorporated herein by reference to our 2020 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Information responsive to this item is incorporated herein by reference to our 2020 Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Information responsive to this item is incorporated herein by reference to our 2020 Proxy Statement. 115 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K: 1. Financial Statements : See Index to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K. 2. 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. 3. Exhibits : 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. (b) Exhibits: 116 Table of Contents EXHIBIT INDEX Exhibit Number Description Incorporated by reference herein Form Exhibit No. Filing Date File No. 3.1 Amended and Restated Memorandum and Articles of Association S-1/A 3.1 May 3, 2010 333-163258 4.1 Specimen Ordinary Share Certificate S-1/A 4.1 June 14, 2010 333-163258 4.2 Description of Fabrinet’s Securities 10-K 4.2 August 20, 2019 001-34775 10.1.1+ 2010 Performance Incentive Plan, as amended and restated 8-K 10.1 December 15, 2017 001-34775 10.1.2+ 2010 Performance Incentive Plan – Form of Share Option Agreement 10-Q 10.2 February 5, 2013 001-34775 10.1.3+ 2010 Performance Incentive Plan – Form of Restricted Share Agreement 10-Q 10.3 February 5, 2013 001-34775 10.1.4+ 2010 Performance Incentive Plan – Form of Restricted Share Unit Agreement 10-Q 10.4 February 5, 2013 001-34775 10.1.5+ 2010 Performance Incentive Plan – Form of Performance Share Unit Agreement 10-Q 10.5 November 9, 2016 001-34775 10.2.1+ 2017 Inducement Equity Incentive Plan S-8 99.1.1 November 8, 2017 333-221423 10.2.2+ 2017 Inducement Equity Incentive Plan – Form of Restricted Share Unit Agreement S-8 99.1.2 November 8, 2017 333-221423 10.2.3+ 2017 Inducement Equity Incentive Plan – Form of Performance-Based Restricted Share Unit Agreement S-8 99.1.3 November 8, 2017 333-221423 10.3.1+ 2020 Equity Incentive Plan S-8 99.1 December 12, 2020 333-235462 10.3.2+ 2020 Equity Incentive Plan – Form of Restricted Share Unit Agreement S-8 99.2 December 12, 2020 333-235462 10.3.3+ 2020 Equity Incentive Plan – Form of Performance-Based Restricted Share Unit Agreement S-8 99.3 December 12, 2020 333-235462 10.4+ Letter agreement, dated August 14, 2019, regarding amendment of David T. Mitchell’s RSUs 8-K 10.1 August 20, 2019 001-34755 10.5+ Offer letter, dated September 20, 2017, by and between Seamus Grady and Fabrinet 8-K 10.1 September 25, 2017 001-34755 117 Table of Contents Exhibit Number Description Incorporated by reference herein Form Exhibit No. Filing Date File No. 10.6+ Change in Control and Severance Agreement, dated February 26, 2019, by and between Seamus Grady and Fabrinet 8-K 10.1 February 28, 2019 001-34755 10.7+ Amended and Restated Offer Letter, dated January 9, 2018, by and between Dr. Harpal Gill and Fabrinet USA, Inc. 8-K 10.1 May 8, 2018 001-34755 10.8+ Employment Agreement, dated July 1, 2007, by and between Dr. Harpal Gill and Fabrinet Co., Ltd. S-1 10.5 November 7, 2007 333-147191 10.9+ Amended and restated offer letter, dated February 1, 2020, between Toh-Seng Ng and Fabrinet USA, Inc. 8-K 10.1 February 3, 2020 001-34755 10.10+ Amended and restated offer letter, dated March 17, 2020, between Csaba Sverha and Fabrinet USA, Inc. 10-Q 10.2 May 5, 2020 001-34755 10.11+ Description of Fiscal 2020 Executive Incentive Plan 8-K, Item 5.02 N/A August 20, 2019 001-34755 10.12+ Description of Fiscal 2021 Executive Incentive Plan 8-K, Item 5.02 N/A August 17, 2020 001-34755 10.13+ Form of Indemnification Agreement S-1/A 10.10 January 28, 2010 333-163258 10.14 Manufacturing Agreement, dated May 29, 2005, by and between the registrant and FBN New Jersey Holdings Corp. S-1 10.10 November 7, 2007 333-147191 10.15 Manufacturing Agreement, dated January 2, 2000, by and between the registrant and Fabrinet Co., Ltd. S-1 10.11 November 7, 2007 333-147191 10.16 Administrative Services Agreement, dated January 2, 2000, by and between the registrant and Fabrinet USA, Inc. S-1 10.12 November 7, 2007 333-147191 10.17 Administrative Services Agreement, dated July 3, 2008, by and between the registrant and Fabrinet Pte. Ltd. S-1 10.14 November 20, 2009 333-163258 118 Table of Contents Exhibit Number Description Incorporated by reference herein Form Exhibit No. Filing Date File No. 10.18 Credit Facility Agreement, dated as of August 20, 2019, by and between Fabrinet Co., Ltd. and Bank of Ayudhya Public Company Limited 8-K 10.1 September 12, 2019 001-34775 10.19 Term Loan Agreement, dated as of August 20, 2019, by and between Fabrinet Co., Ltd. and Bank of Ayudhya Public Company Limited 8-K 10.2 September 12, 2019 001-34775 10.20† Primary Contract Manufacturing Agreement, dated January 1, 2008, by and between JDS Uniphase Corporation and the registrant S-1/A 10.27 January 19, 2010 333-163258 21.1 List of Subsidiaries 10-K 21.1 August 20, 2019 001-34755 23.1 Consent of PricewaterhouseCoopers ABAS Ltd. 24.1 Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K) 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 119 Table of Contents Exhibit Number Description Incorporated by reference herein Form Exhibit No. Filing Date File No. 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) + Indicates management contract or compensatory plan. † Confidential treatment has been granted for portions of this exhibit. (c) Financial Statement Schedules: See Item 15(a)(2), above. ITEM 16. FORM 10-K SUMMARY. Not applicable. 120 Table of Contents SIGNATURES 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. FABRINET By: / S / C SABA S VERHA Name: Csaba Sverha Title: 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 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. Signature Title Date / S / S EAMUS G RADY Seamus Grady Chief Executive Officer (Principal Executive Officer) and Director August 18, 2020 / S / C SABA S VERHA Csaba Sverha Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) August 18, 2020 / S / D AVID T. M ITCHELL David T. Mitchell Chairman of the Board of Directors August 18, 2020 / S / H OMA B AHRAMI Homa Bahrami Director August 18, 2020 / S / G REGORY P. D OUGHERTY Gregory P. Dougherty Director August 18, 2020 / S / T HOMAS F. K ELLY Thomas F. Kelly Director August 18, 2020 / S / F RANK H. L EVINSON Frank H. Levinson Director August 18, 2020 / S / R OLLANCE E. O LSON Rollance E. Olson Director August 18, 2020 121