Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨

 

Preliminary Proxy Statement

¨

  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨

 

Definitive Proxy Statement

x

 

Definitive Additional Materials

¨

 

Soliciting Material under § 240.14a-12

DIODES INCORPORATED

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x

 

No fee required.

¨

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

 

Title of each class of securities to which transaction applies:

 

     

 

(2)

 

Aggregate number of securities to which transaction applies:

 

     

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

 

(4)

 

Proposed maximum aggregate value of transaction:

 

     

 

(5)

 

Total fee paid:

 

     

¨

 

Fee paid previously with preliminary materials.

¨

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

 

Amount Previously Paid:

 

     

 

(2)

 

Form, Schedule or Registration Statement No.:

 

     

 

(3)

 

Filing Party:

 

     

 

(4)

 

Date Filed:

 

     

 

 

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 29, 2013.

 

 

DIODES INCORPORATED

      Meeting Information
       

 

Meeting Type:       Annual Meeting

       

 

For holders as of:  April 1, 2013

       

 

Date:  May 29, 2013        Time:  10:00 a.m., Central Time

 

LOGO

DIODES INCORPORATED

4949 HEDGCOXE ROAD, SUITE 200

PLANO, TEXAS 75024

     

 

Location:  4949 Hedgcoxe Road

       

                  Suite 200

       

                  Plano, Texas 75024

 

LOGO     

 

You are receiving this communication because you hold shares in Diodes Incorporated.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

       

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

       


 

Before You Vote

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT            ANNUAL REPORT

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET:          www.proxyvote.com

 

2) BY TELEPHONE:      1-800-579-1639

 

3) BY E-MAIL*:              sendmaterial@proxyvote.com

 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 15, 2013 to facilitate timely delivery.

 

   

 

How To Vote

Please Choose One of the Following Voting Methods

 

LOGO  

 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. If you hold your shares in “street name” and wish to vote in person at the meeting, you must obtain a legal proxy from the bank, broker or other holder of record of your shares. If you are the holder of record of the shares, you will need to request a ballot to vote in person at the meeting.

 

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


        Voting Items              

The matters to be acted on at the meeting are listed below.

The Board of Directors recommends that you vote FOR the following:

 

  1.

Election of Directors

Nominees:

 

01)

  

C.H. Chen

  

05)

  

Raymond Soong

02)

  

Michael R. Giordano

  

06)

  

John M. Stich

03)

  

L.P. Hsu

  

07)

  

Michael K.C. Tsai

04)

  

Keh-Shew Lu

     

The Board of Directors recommends that you vote FOR the following proposals:

 

  2.

To approve the Company’s executive compensation.

 

  3.

To approve the 2013 Equity Incentive Plan.

 

  4.

To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

To transact such other business as may properly come before the annual meeting of the stockholders of Diodes Incorporated or any adjournment or postponement thereof.

 

LOGO


 
 
 
 
 
 
 
 
   

 

 
     
 
 
 
 
 
 
 
 
 
LOGO