false DIODES INC /DEL/ 0000029002 0000029002 2021-05-24 2021-05-24

 

UNITED STATES

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 24, 2021

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, Par Value $0.66 2/3

 

DIOD

 

The NASDAQ Stock Market LLC

 

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 2021 annual meeting of stockholders on May 24, 2021, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 14, 2021: (1) the election of eight 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, 2021.

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: Angie Chen Button, C.H. Chen, Warren Chen, Michael R. Giordano, Keh-Shew Lu, Peter M. Menard, 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:

 

 

 

 

 

 

 

Angie Chen Button

 

For:

 

 

39,240,665

 

 

Withheld:

 

 

40,497

 

 

Broker Non-Votes:

 

 

2,149,059

 

 

 

 

 

 

C.H. Chen

  

For:

  

 

36,252,342

 

  

Withheld:

  

 

3,028,820

 

  

Broker Non-Votes:

  

 

2,149,059

 

 

 

 

 

 

Warren Chen

 

For:

 

 

38,699,757

 

 

Withheld:

 

 

581,405

 

 

Broker Non-Votes:

 

 

2,149,059

 

 

 

 

 

 

Michael R. Giordano

  

For:

  

 

37,940,711

 

  

Withheld:

  

 

1,340,451

 

  

Broker Non-Votes:

  

 

2,149,059

 

 

 

 

 

 

Keh-Shew Lu

  

For:

  

 

37,290,685

 

  

Withheld:

  

 

1,990,477

 

  

Broker Non-Votes:

  

 

2,149,059

 

 

 

 

 

 

Peter M. Menard

  

For:

  

 

38,754,810

 

  

Withheld:

  

 

526,352

 

  

Broker Non-Votes:

  

 

2,149,059

 

 

 

 

 

 

Christina Wen-Chi Sung

  

For:

  

 

39,243,939

 

  

Withheld:

  

 

37,223

 

  

Broker Non-Votes:

  

 

2,149,059

 

 

 

 

 

 

Michael K.C. Tsai

  

For:

  

 

38,217,055

 

  

Withheld:

  

 

1,064,107

 

  

Broker Non-Votes:

  

 

2,149,059

 

 

 

 

 

 

 


 

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:

 

38,696,793

Against:

 

529,081

Abstain:

 

55,288

Broker Non-Votes:

 

2,149,059

 

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, 2021 are as follows:

 

For:

 

39,939,347  

Against:

 

1,474,633  

Abstain:

 

16,241  

Broker Non-Votes:

 

—  

 

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.

 

 

 

 

 

 

Dated: May 25, 2021

 

DIODES INCORPORATED

 

 

 

 

 

By

 

/s/ Brett R. Whitmire

 

 

 

 

Brett R. Whitmire

 

 

 

 

Chief Financial Officer