Monitor the say-on-pay vote outcome; with 97% approval last year, a significant drop would signal emerging governance concerns. The increased share ownership guidelines (CEO to 6x salary) indicate board alignment efforts but are routine governance maintenance. No immediate catalyst — this is a standard annual meeting proxy.
Price Chart
Executive Summary
Fabrinet's 2026 definitive proxy statement schedules its annual general meeting for December 10, 2026, with proposals to elect two Class II directors (CEO Seamus Grady and Thomas F. Kelly), ratify PwC as auditor, and hold an advisory say-on-pay vote. The filing highlights a sixth consecutive year of record revenue ($4.64B, +35.7% YoY) and net income ($473M, +42.3% YoY), strong shareholder support for compensation (97% approval at last meeting), and governance enhancements including increased share ownership guidelines. No contested elections, shareholder proposals, or material related-party transactions are present.
Key Facts
- Annual meeting scheduled for December 10, 2026, virtual-only format
- Proposal 1: Elect Seamus Grady (CEO/Chairman) and Thomas F. Kelly as Class II directors for three-year terms
- Proposal 2: Ratify PricewaterhouseCoopers ABAS Ltd. as independent auditor for FY ending June 25, 2027
- Proposal 3: Advisory vote on named executive officer compensation (say-on-pay)
- FY2026 revenue of $4,641.1 million, up 35.7% YoY from $3,419.3 million
- FY2026 GAAP net income of $473.0 million, up 42.3% YoY from $332.5 million
- FY2026 GAAP net income per diluted share of $13.05, up 42.3% from $9.17
- FY2026 GAAP gross margin of 12.0%, down 10 bps from 12.1%
- FY2026 operating margin of 10.0%, up 50 bps from 9.5%
- Last say-on-pay vote received approximately 97% approval
- Board amended share ownership guidelines in August 2026: CEO to 6x base salary, other executives to 3x, directors to 5x retainer
- CEO Seamus Grady total compensation for FY2026: $13,602,449
- CEO pay ratio: 1,317:1 vs median employee ($10,331)
- No shareholder proposals on the ballot
- Related party transaction: Dr. Soon Kaewchansilp (father-in-law of former CEO Tom Mitchell) received $180,000 in cash compensation in FY2026
- 5 of 6 directors are independent; all incumbent directors attended 100% of Board and committee meetings
- Shares outstanding: 35,833,867 (voting) + 3,964,001 treasury shares as of record date October 13, 2026
Financial Impact
FY2026 revenue $4.64B (+35.7% YoY), net income $473M (+42.3% YoY), GAAP EPS $13.05 (+42.3% YoY). Gross margin declined 10 bps to 12.0%, operating margin improved 50 bps to 10.0%.
Risk Factors
- No shareholder proposals on the ballot suggests no active governance pressure, but any future shareholder activism could emerge
- CEO/Chairman combination (Seamus Grady holds both roles) concentrates leadership authority, though offset by lead independent director and 5/6 independent board
- Gross margin compression (-10 bps YoY) despite revenue growth may signal pricing or mix pressure in the EMS business
- CEO pay ratio of 1,317:1 is high and could attract compensation scrutiny from institutional investors
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001140361-26-040144 |
| Document: 0001140361-26-040144-index-headers.html | 0001140361-26-040144 |
| Document: 0001140361-26-040144-index.html | 0001140361-26-040144 |
| Document: 0001140361-26-040144.txt | 0001140361-26-040144 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 7d ago | DEFA14A | $355.48 | awaiting T+20 | awaiting T+20 | $343.21 (−3.45%) |
Oct 20, 2026 7d ago | DEF 14A | $355.48 | awaiting T+20 | awaiting T+20 | $343.21 (−3.45%) |
Oct 19, 2026 8d ago | Press Release | $355.48 | awaiting T+20 | awaiting T+20 | $343.21 (−3.45%) |
May 22, 2026 22w ago | 144 | $703.86 $568.39 | ▼ −19.25% | ▼ −17.83% | $343.21 (−51.24%) |
May 4, 2026 25w ago | Press Release | $660.32 $701.11 | ▲ +6.18% | ▲ +1.22% | $343.21 (−48.02%) |
Apr 20, 2026 27w ago | Press Release | $695.52 $700.26 | ▲ +0.68% | ▼ −4.23% | $343.21 (−50.65%) |
US Market Status
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