Fabrinet Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Fabrinet, a company incorporated in the Cayman Islands, on October 29, 2010. The report discloses a corporate governance event regarding the appointment of a new director and the associated compensatory arrangements.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation details.
Material Changes
The primary material change reported is the appointment of Thomas Kelly as a Class II director and Chairman of the Audit Committee, effective immediately on October 29, 2010.
Management Commentary and Compensation Details
Mr. Kelly's compensation package includes the following components:
- Annual Cash Compensation: $25,000 for board service and $15,000 for serving as Audit Committee Chairman.
- Meeting Fees: $2,500 per in-person board meeting and $1,000 per teleconference meeting.
- Stock Options: An option to purchase 30,000 ordinary shares, vesting over four years (25% after one year, then monthly).
- Restricted Stock Units (RSUs): An initial grant with a fair market value of $10,740, vesting prior to the 2010 annual meeting. Future annual grants will have a fair market value of $80,000 on the grant date, vesting prior to the subsequent year's annual meeting.
Mr. Kelly will also execute the company's standard indemnification agreement.
Investor Verification Checklist
- Verify the vesting schedule and exercise price of the 30,000 stock options granted to Mr. Kelly.
- Confirm the fair market value of the initial $10,740 RSU grant and the methodology for valuing future $80,000 annual grants.
- Review the company's proxy statement for the 2010 annual meeting to confirm the timing of the initial RSU vesting.
- Check subsequent filings for any changes to the board composition or compensation committee decisions.