diod-8k_20180522.htm

Dated: May 23, 2018

DIODES INCORPORATED

/s/ Richard D. White

RICHARD D. WHITE

Chief Financial Officer

0001564590-18-014240.txt : 20180523 0001564590-18-014240.hdr.sgml : 20180523 20180523163046 ACCESSION NUMBER: 0001564590-18-014240 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180522 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180523 DATE AS OF CHANGE: 20180523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIODES INC /DEL/ CENTRAL INDEX KEY: 0000029002 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952039518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-25577 FILM NUMBER: 18855431 BUSINESS ADDRESS: STREET 1: 4949 HEDGCOXE ROAD STREET 2: SUITE 200 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 972-987-3900 MAIL ADDRESS: STREET 1: 4949 HEDGCOXE ROAD STREET 2: SUITE 200 CITY: PLANO STATE: TX ZIP: 75024 8-K 1 diod-8k_20180522.htm 8-K -SHAREHOLDER VOTE diod-8k_20180522.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2018

DIODES INCORPORATED

(Exact name of Registrant as Specified in Its Charter)


Delaware	002-25577	95-2039518
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4949 Hedgcoxe Road, Suite 200, Plano, TX		75024
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 987-3900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Results of the Annual Meeting

Diodes Incorporated (the “Company”) submitted the following matters to a vote of its security holders at its 2018 annual meeting of stockholders on May 22, 2018, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 6, 2018: (1) the election of seven persons to the Board of Directors of the Company (the “Board”), each to serve until the next annual meeting of stockholders and until their respective successors have been elected and qualified; (2) the approval, on an advisory basis, of the Company’s executive compensation; and (3) the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

The results set forth below represent the final voting results as certified by the Inspector of Elections.

1. Election of Directors

The stockholders elected the following seven directors: C.H. Chen, Michael R. Giordano, Keh-Shew Lu, Peter M. Menard, Raymond Soong, Christina Wen-Chi Sung and Michael K.C. Tsai. The final results of the number of votes cast for and withheld, as well as the number of broker non-votes, as to each nominee for the Board are as follows:




C.H. Chen	For:	40,674,454.5
	Withheld:	2,757,104.0
	Broker Non-Votes:	3,670,469.0

Michael R. Giordano	For:	41,909,056.5
	Withheld:	1,522,502.0
	Broker Non-Votes:	3,670,469.0

Keh-Shew Lu	For:	42,622,125.5
	Withheld:	809,433.0
	Broker Non-Votes:	3,670,469.0

Peter M. Menard	For:	43,318,046.5
	Withheld:	113,512.0
	Broker Non-Votes:	3,670,469.0

Raymond Soong	For:	37,679,899.5
	Withheld:	5,751,659.0
	Broker Non-Votes:	3,670,469.0

Christina Wen-Chi Sung	For:	43,167,868.5
	Withheld:	263,690.0
	Broker Non-Votes:	3,670,469.0

Michael K.C. Tsai	For:	42,795,894.5
	Withheld:	635,664.0
	Broker Non-Votes:	3,670,469.0

2. Approval of Executive Compensation

The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the approval of the compensation of the Company’s named executive officers on an advisory basis are as follows:


For:		42,651,909.5
Against:		749,064.0
Abstain:		30,585.0
Broker Non-Votes:		3,670,469.0

3. Ratification of Appointment of Independent Registered Public Accounting Firm

The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 are as follows:


For:		46,815,848.5
Against:		279,470.0
Abstain:		6,709.0
Broker Non-Votes:		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.