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
May 24, 2010
Date of Report (Date of earliest event reported)
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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002-25577
(Commission File Number)
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95-2039518
(I.R.S. Employer
Identification No.) |
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15660 Dallas Parkway, Suite 850
Dallas, Texas
(Address of principal executive offices)
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75248
(Zip Code) |
(972) 385-2810
(Registrant’s telephone number, including area code)
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:
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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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Compensation
On May 24, 2010, the Compensation Committee of the Board of Directors of Diodes Incorporated (the
“Company”), in connection with its annual review of executive compensation, (i) determined the 2010
base salaries of the Company’s principal executive officer, principal financial
officer and three other most highly compensated executive officers during 2009
(collectively, the “NEOs”) and (ii) granted non-qualified stock options (“NQSOs”) and restricted stock units (“RSUs”) to
such NEOs as follows:
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| Name and Position |
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Base Salary |
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Stock Options (1) |
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RSUs (1) |
Dr. Keh-Shew Lu
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397,000 |
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196,000 |
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President and Chief Executive Officer |
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Richard D. White
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$ |
202,000 |
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39,000 |
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7,800 |
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Chief Financial Officer, Secretary and Treasurer |
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Mark A. King
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$ |
238,000 |
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39,000 |
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7,800 |
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Senior Vice President, Sales and Marketing |
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Joseph Liu
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$ |
253,000 |
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17,000 |
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5,600 |
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Senior Vice President, Operations |
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Edmund Tang
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$ |
196,000 |
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28,000 |
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7,800 |
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Vice President, Corporate Administration |
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Carl C. Wertz
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$ |
170,000 |
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4,500 |
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2,000 |
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Vice President, Finance and Investor Relations |
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The NQSOs and RSUs were granted on May 24, 2010. Such NQSOs are first exercisable, and such RSUs will vest, in four equal
annual installments, commencing on the first anniversary of the date
of grant. The exercise price of the NQSOs is $19.28, which is the closing price of the Company’s common stock on May 24, 2010. |
Board Compensation
On May 24, 2010, the Compensation Committee of the Board of Directors of the Company, in connection
with its annual review of Board compensation, determined that (i) the annual cash retainer
for each non-employee director would be $80,000; (ii) the additional annual cash retainer for
the Chairman and all other members of the Audit Committee would be $20,000 and $10,000,
respectively; and (iii) the 2010 annual awards of RSUs to the Chairman, the Vice Chairman and all
other non-employee directors would be 29,000, 19,900 and 5,800 shares, respectively. The RSUs were
granted on May 24, 2010 and will vest in four equal annual installments, commencing on the first
anniversary of the date of grant. There will be no other payments for any director
activities, except for reimbursement for all costs and expenses incurred for attendance at Board of
Directors’ meetings. The Board of Directors of the Company, however, may modify such compensation
for each director in the future.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company submitted to a vote of its security holders at its 2010 annual meeting of stockholders
(the “Annual Meeting”) on May 24, 2010, the election of the members of the Board of Directors of
the Company. The directors were each elected to serve until the 2011 annual meeting of stockholders
or until their successors are elected and have qualified. The final results of the vote for each
nominee for director of the Company are as follows:
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C.H. Chen,
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For: 26,175,686 |
Director
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Withheld: 11,721,304 |
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Michael R. Giordano,
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For: 36,712,528 |
Director
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Withheld: 1,184,462 |
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L.P. Hsu,
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For: 37,539,313 |
Director
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Withheld: 357,677 |
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Keh-Shew Lu,
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For: 36,430,716 |
Director
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Withheld: 1,466,274 |
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Raymond Soong,
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For: 33,288,327 |
Director
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Withheld: 4,608,663 |
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John M. Stich,
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For: 37,543,234 |
Director
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Withheld: 353,756 |
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Michael K.C. Tsai,
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For: 36,851,805 |
Director
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Withheld: 1,045,185 |
The Company also submitted to a vote of its security holders at the Annual Meeting,
the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2010. The final result of the voting was as follows:
40,374,164 shares voted in favor of the proposal, 917,474 shares voted against, 111,743 shares
abstained from voting on the proposal, and no broker non-votes with respect to this proposal were
received.
Item 7.01. Regulation FD Disclosure.
On May 24, 2010, Dr. Keh-Shew Lu, the Company’s President and Chief Executive Officer, gave a brief
speech during the opening bell ceremony at the Nasdaq Stock Exchange. A copy of the speech script
is attached as Exhibit 99.1 to this Report.
On May 24, 2010, the Company held its Annual Meeting. A copy of the presentation slides for the
Annual Meeting is attached as Exhibit 99.2 to this Report.
On May 24, 2010, the Company held a presentation for certain institutional investors (the “Investors Presentation”).
A copy of the presentation slides is attached as Exhibit
99.3 to this Report.
On May 25, 2010, the Company issued a press release announcing the election of Mr. Michael K.C.
Tsai to the Board of Directors of the Company, and the retirement of Dr. Shing Mao from the Board
of Directors of the Company. A copy of the press release is attached as Exhibit 99.4 to
this Report.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2,
Exhibit 99.3, and Exhibit 99.4, will not be treated as filed for the purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section. This information will not be incorporated by reference into a filing
under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing
expressly refers to specific information in this Report. The furnishing of the information in this
Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is
required by Regulation FD or that the information in this Item 7.01 is material information that is
not otherwise publicly available.
In the foregoing presentations, the Company utilized financial measures and terms not calculated in accordance
with generally accepted accounting principles in the United States (“GAAP”) in order to provide
stockholders with an alternative method for assessing its operating results in a manner that
enables stockholders to more thoroughly evaluate its current performance as compared to past
performance. The Company also believes these non-GAAP measures provide stockholders with a more
informed baseline for modeling its future financial performance. The Company’s management uses
these non-GAAP measures for the same purpose. The Company believes that its stockholders should
have access to, and that it is obligated to provide, the same set of tools that it uses in
analyzing its results. These non-GAAP measures should be considered in addition to results prepared
in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.
See Exhibit 99.1 to the Company’s Form 8-K, filed on May 11, 2010, for definitions of the non-GAAP
financial measures, together with an explanation of why management uses these measures and why
management believes that these non-GAAP financial measures are useful to stockholders. In addition,
in Exhibit 99.1 to the Company’s Form 8-K, filed on May 11, 2010, it has provided tables to
reconcile the non-GAAP financial measures utilized to GAAP financial measures.
Cautionary Information Regarding Forward-Looking Statements
Except for the historical and factual information contained in the accompanying slides attached as
exhibits to this Report, the matters set forth therein are forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties that may cause actual
results to differ materially, including, but are not limited to, such factors as Diodes’ business
and growth strategy; the introduction and market