What changed in this filing

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Item 9A. Controls and Procedures

2021-08-17 compared with 2020-08-18 · 69 added, 88 removed, 78 unchanged (67% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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.

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.

3 unchanged sentences

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.

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.

6 unchanged sentences

Management has assessed the effectiveness of our internal control over financial reporting as of June 25, 2021.

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”).

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 2021, based on the criteria in Internal Control — Integrated Framework (2013) issued by COSO.

3 unchanged sentences

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”).

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2021 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 “2021 Proxy Statement”).

EXECUTIVE COMPENSATION.

12 unchanged sentences

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.

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:

EXHIBIT INDEX

Incorporated by reference herein

Number Description Form Exhibit

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

June 14, 2010

S-1/A 4.1 June 14, 2010 333-163258

4.2 Description of Fabrinet’s Securities

August 20, 2019

10-K 4.2 August 20, 2019 001-34775

10.1.1+ 2010 Performance Incentive Plan, as amended and restated

December 15, 2017

2010 Performance Incentive Plan – Form of Share Option Agreement

February 5, 2013

2010 Performance Incentive Plan – Form of Restricted Share Agreement

February 5, 2013

8-K 10.1 December 15, 2017 001-34775

10.1.2+ 2010 Performance Incentive Plan – Form of Restricted Share Unit Agreement

February 5, 2013

2010 Performance Incentive Plan – Form of Performance Share Unit Agreement

November 9, 2016

10-Q 10.4 February 5, 2013 001-34775

10.1.3+ 2010 Performance Incentive Plan – Form of Performance -Based Restricted Share Unit Agreement

10-Q 10.5 November 9, 2016 001-34775

10.2.1+ 2017 Inducement Equity Incentive Plan

November 8, 2017

S-8 99.1.1 November 8, 2017 333-221423

10.2.2+ 2017 Inducement Equity Incentive Plan – Form of Restricted Share Unit Agreement

November 8, 2017

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

November 8, 2017

S-8 99.1.3 November 8, 2017 333-221423

10.3.1+ 2020 Equity Incentive Plan

December 12, 2020

S-8 99.1 December 12, 2019 333-235462

10.3.2+ 2020 Equity Incentive Plan – Form of Restricted Share Unit Agreement

December 12, 2020

S-8 99.2 December 12, 2019 333-235462

10.3.3+ 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 Fabrinet

September 25, 2017

S-8 99.3 December 12, 2019 333-235462

Incorporated by reference herein

Number Description Form Exhibit

Filing Date File No.

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

8-K 10.1 September 25, 2017 001-34755

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

February 28, 2019

8-K 10.1 February 28, 2019 001-34755

10.6+ 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

10.7+ Employment Agreement, dated July 1, 2007, by and between Dr.

Harpal Gill and Fabrinet Co., Ltd.

November 7, 2007

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

February 3, 2020

S-1 10.5 November 7, 2007 333-147191

10.8+ Separation Agreement and Release, dated February 12, 2021, by and between Toh-Seng Ng and Fabrinet USA, Inc.

10-Q 10.1 May 4, 2021 001-34755

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

Description of Fiscal 2020 Executive Incentive Plan

8-K, Item 5.02

August 20, 2019

Description of Fiscal 2021 Executive Incentive Plan

8-K, Item 5.02

August 17, 2020

10-Q 10.2 May 5, 2020 001-34755

10.10+ Description of Fiscal Year 2022 Executive Incentive Plan

8-K, Item 5.02 N/A August 16, 2021 001-34755

10.11+ Description of Fiscal Year 2021 Executive Incentive Plan

8-K, Item 5.02 N/A August 17, 2020 001-34755

10.12+ Form of Indemnification Agreement

January 28, 2010

S-1/A 10.1 January 28, 2010 333-163258

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

November 7, 2007

S-1 10.1 November 7, 2007 333-147191

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

November 7, 2007

S-1 10.11 November 7, 2007 333-147191

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

November 7, 2007

S-1 10.12 November 7, 2007 333-147191

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

November 20, 2009

Incorporated by reference herein

S-1 10.14 November 20, 2009 333-163258

10.17 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

8-K 10.1 September 12, 2019 001-34775

10.18 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

8-K 10.2 September 12, 2019 001-34775

21.1 List of Subsidiaries

August 20, 2019

10-K 21.1 August 17, 2021 001-34775

23.1 Consent of PricewaterhouseCoopers ABAS Ltd.

Incorporated by reference herein

Number Description Form Exhibit

Filing Date File No.

24.1 Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)

3 unchanged sentences

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

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Incorporated by reference herein

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101.INS Inline XBRL Instance

101.SCH Inline XBRL Taxonomy Extension Schema

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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.

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 17, 2021.

/ S / C SABA S VERHA

/S/ CSABA SVERHA

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.

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

Chief Executive Officer (Principal Executive Officer) and Director

August 18, 2020

/ S / C SABA S VERHA

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

August 18, 2020

/ S / D AVID T.

Chairman of the Board of Directors

August 18, 2020

/ S / H OMA B AHRAMI

August 18, 2020

/ S / G REGORY P.

August 18, 2020

/ S / T HOMAS F.

August 18, 2020

/ S / F RANK H.

August 18, 2020

/ S / R OLLANCE E.

August 18, 2020

Signature Title Date

/S/ SEAMUS GRADY Chief Executive Officer (Principal Executive Officer) and Director August 17, 2021

/S/ CSABA SVERHA Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) August 17, 2021

MITCHELL Chairman of the Board of Directors August 17, 2021

/S/ HOMA BAHRAMI Director August 17, 2021

/S/ GREGORY P.

DOUGHERTY Director August 17, 2021

/S/ THOMAS F.

KELLY Director August 17, 2021

LEVINSON Director August 17, 2021

/S/ ROLLANCE E.

OLSON Director August 17, 2021

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