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)
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Delaware |
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002-25577 |
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95-2039518 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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4949 Hedgcoxe Road, Suite 200, Plano, TX |
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75024 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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. ☐ |
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:
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C.H. Chen |
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For: |
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40,674,454.5 |
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Withheld: |
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2,757,104.0 |
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Broker Non-Votes: |
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3,670,469.0 |
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Michael R. Giordano |
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For: |
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41,909,056.5 |
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Withheld: |
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1,522,502.0 |
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Broker Non-Votes: |
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3,670,469.0 |
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Keh-Shew Lu |
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For: |
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42,622,125.5 |
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Withheld: |
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809,433.0 |
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Broker Non-Votes: |
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3,670,469.0 |
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Peter M. Menard |
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For: |
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43,318,046.5 |
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Withheld: |
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113,512.0 |
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Broker Non-Votes: |
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3,670,469.0 |
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Raymond Soong |
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For: |
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37,679,899.5 |
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Withheld: |
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5,751,659.0 |
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Broker Non-Votes: |
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3,670,469.0 |
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Christina Wen-Chi Sung |
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For: |
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43,167,868.5 |
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Withheld: |
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263,690.0 |
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Broker Non-Votes: |
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3,670,469.0 |
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Michael K.C. Tsai |
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For: |
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42,795,894.5 |
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Withheld: |
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635,664.0 |
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Broker Non-Votes: |
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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:
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For: |
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42,651,909.5 |
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Against: |
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749,064.0 |
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Abstain: |
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30,585.0 |
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Broker Non-Votes: |
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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:
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For: |
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46,815,848.5 |
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Against: |
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279,470.0 |
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Abstain: |
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6,709.0 |
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Broker Non-Votes: |
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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.
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Dated: May 23, 2018 |
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DIODES INCORPORATED |
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By |
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/s/ Richard D. White |
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RICHARD D. WHITE |
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Chief Financial Officer |