Unassociated Document
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 31, 2007
DIODES
INCORPORATED
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation or organization)
|
1-5740
(Commission
File Number)
|
95-2039518
(I.R.S.
Employer Identification No.)
|
15660
North Dallas Parkway Suite 850
Dallas,
Texas
(Address
of principal executive offices)
|
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:
[
]
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))
Item
5.02. Departure
of Directors or Principal Officers; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
(e) Adjustment
to Executive Compensation
On
May
31, 2007, the Compensation Committee of the Board of Directors of the Company,
in connection with its annual review of executive compensation, approved the
base salary and 2007 stock option and restricted stock unit ("RSU") grants
for
the executive officers as follows:
Name
and Position
|
|
Base
Salary
|
|
Stock
Options (1)
|
|
RSUs
(1)
|
|
Dr.
Keh-Shew Lu
President
and Chief Executive Officer
|
|
$
|
326,000
|
|
|
74,000
|
|
|
--
|
|
Joseph
Liu
Senior
Vice President, Operations
|
|
$
|
237,000
|
|
|
19,000
|
|
|
3,500
|
|
Mark
A. King
Senior
Vice President, Sales and Marketing
|
|
$
|
204,000
|
|
|
17,000
|
|
|
3,000
|
|
Carl
C. Wertz
Chief
Financial Officer
|
|
$
|
165,000
|
|
|
10,000
|
|
|
2,500
|
|
Francis
Tang
Vice
President, Product Development
|
|
$
|
145,000
|
|
|
6,000
|
|
|
2,000
|
|
Steven
Ho
Asia
President and Vice President, Asia Sales and Marketing
|
|
$
|
134,500
|
|
|
9,000
|
|
|
2,500
|
|
Richard
D. White
Senior
Vice President, Finance
|
|
$
|
160,000
|
|
|
10,000
|
|
|
2,500
|
|
Edmund
Tang
Vice
President, Corporate Administration
|
|
$
|
155,000
|
|
|
8,000
|
|
|
2,000
|
|
___________
|
(1)
|
The
stock options and RSUs were granted on May 31, 2007. Such options
are
first exercisable, and such RSUs will vest, in four equal annual
installments on the first four anniversaries of May 31, 2007. The
exercise
price of the options is $36.99, the closing price on May 31,
2007.
|
Adjustment
to Board Compensation
On
May
31, 2007, the Compensation Committee of the Board of Directors approved changes
to the compensation for the non-employee members of the Board as follows: each
non-employee director will receive an annual retainer of $80,000. The Chairman
of the Audit Committee will be paid an additional $20,000, and each member
of
the Audit Committee will be paid an additional $10,000. Each non-employee
director will be granted RSUs for 3,500 shares. The Chairman of the Board will
be granted RSUs for an additional 14,500 shares, and the Vice Chairman of the
Board will be granted RSUs for an additional 8,500 shares. There will be no
other payments for any director activities, except for reimbursement for all
costs incurred for attendance at Board of Director meetings.
The
Board
compensation for each of the non-employee directors is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retainer
|
|
RSUs
|
|
|
|
Annual
|
|
Audit
Committee
|
|
Total
|
|
Annual
|
|
Board
Chairman/Vice Chairman
|
|
Total
|
|
Raymond
Soong
|
|
$
|
80,000
|
|
|
--
|
|
$
|
80,000
|
|
|
3,500
|
|
|
14,500
|
|
|
18,000
|
|
C.H.
Chen
|
|
$
|
80,000
|
|
|
--
|
|
$
|
80,000
|
|
|
3,500
|
|
|
8,500
|
|
|
12,000
|
|
Michael
R. Giordano
|
|
$
|
80,000
|
|
$
|
20,000
|
|
$
|
100,000
|
|
|
3,500
|
|
|
--
|
|
|
3,500
|
|
John
M. Stich
|
|
$
|
80,000
|
|
$
|
10,000
|
|
$
|
90,000
|
|
|
3,500
|
|
|
--
|
|
|
3,500
|
|
Shing
Mao
|
|
$
|
80,000
|
|
|
--
|
|
$
|
80,000
|
|
|
3,500
|
|
|
--
|
|
|
3,500
|
|
L.P.Hsu
|
|
$
|
80,000
|
|
$
|
10,000
|
|
$
|
90,000
|
|
|
3,500
|
|
|
--
|
|
|
3,500
|
|
__________
|
(1)
|
The
RSUs were granted on May 31, 2007 and will vest in four equal annual
installments on the first four anniversaries of May 31, 2007.
|
Item
7.01. Regulation
FD Disclosure.
On
May
31, 2007, the Company held its 2007 annual shareholder meeting. A copy of the
remarks of Dr. Keh-Shew Lu, the Company's President and Chief Executive Officer,
is attached as Exhibit
99.1
to this
Report. A copy of the slide presentation used in connection with Dr. Lu's
remarks is attached as Exhibit
99.2
to this
Report.
On
June
1, 2007, the Company issued a press release announcing the election of L.P.
Hsu
to the Board of Directors, and the retirement of M.K. Lu from the Board of
Directors, as described in Item 5.02. A copy of the press release is attached
as
Exhibit
99.3
to this
Report.
The
information in this Item 7.01, including Exhibits
99.1, 99.2 and 99.3,
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.
Cautionary
Information Regarding Forward-Looking Statements
Except
for the historical and factual information contained in Dr. Keh-Shew Lu's
remarks and accompanying slides attached as exhibits to this Report, the matters
set forth therein (including statements as to the soundness of the Company's
strategic direction, our expected introduction of new innovative products,
expected gradual expansion in gross margins, and other statements identified
by
words such as "estimates," "expects," "projects," "plans," "will" and similar
expressions) 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: the possibility of
downturns in the highly cyclical semiconductor industry or changes in end-market
demand; increased competition in the semiconductor industry; delays in
initiation of production at new facilities and implementing new production
techniques which could affect manufacturing efficiencies; inability to implement
our growth strategy; continued pressure from customers and competitors to reduce
the price of our products and other risk factors relating to our industry and
business as detailed from time to time in the Company's reports filed with
the
SEC. You should not place undue reliance on these forward-looking statements,
which speak only as of the date of Dr. Lu's remarks. The Company undertakes
no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
Item
8.01 Other
Events
The
Company submitted to a vote of its security holders at an annual meeting of
stockholders on May 31, 2007, the election of members of the Board. The
directors were each elected to serve until the 2008 annual meeting or until
their successors are elected and have qualified. The results of the tabulation
for each nominee for director of the Company is as follows:
C.H.
Chen,
Director
|
|
|
For:
14,752,104
Withheld:
9,978,539
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
R. Giordano,
Director
|
|
|
For:
18,499,238
Withheld:
6,231,405
|
|
|
|
|
|
|
|
|
|
|
|
|
L.P.Hsu,
Director
|
|
|
For:
22,836,689
Withheld:
1,893,954
|
|
|
|
|
|
|
|
|
|
|
|
|
Keh-Shew
Lu,
Director
|
|
|
For:
23,988,337
Withheld:
742,306
|
|
|
|
|
|
|
|
|
|
|
|
|
Shing
Mao,
Director
|
|
|
For:
14,871,070
Withheld:
9,859,573
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond
Soong,
Director
|
|
|
For:
22,979,832
Withheld:
1,750,811
|
|
|
|
|
|
|
|
|
|
|
|
|
John
M. Stich,
Director
|
|
|
For:
24,413,805
Withheld:
316,838
|
|
|
|
|
The
Company also submitted to a vote of its security holders at an annual meeting
of
shareholders on May 31, 2007, the appointment of Moss Adams LLP as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2007. The result of the tabulation was 24,159,902 shares voted
in
favor of the proposal, 522,582 shares voted against, and 48,159 abstained from
voting on the proposal. No broker non-votes with respect to this proposal were
received.
The
Company also consolidated their current four committee structure into the
following three committees: Audit Committee, Compensation Committee and
Governance and Stockholder Relations Committee. The Chairperson and members
of
each committee is as follows:
Name
|
|
Audit
Committee
|
|
Compensation
Committee
|
|
Governance
& Stockholder Relations
Committee
|
Raymond
Soong
|
|
|
|
|
|
Chair
|
C.H.
Chen
|
|
|
|
Chair
|
|
|
Dr.
Keh-Shew Lu
|
|
|
|
|
|
|
Michael
R. Giordano
|
|
Chair
|
|
|
|
|
John
M. Stich
|
|
Member
|
|
|
|
Member
|
Shing
Mao
|
|
|
|
Member
|
|
Member
|
L.P.
Hsu
|
|
Member
|
|
Member
|
|
|
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
|
|
Description
|
99.1
|
|
Remarks
of Dr. Keh-Shew Lu at Annual Shareholder Meeting
|
99.2
|
|
Slides
for Remarks of Dr. Keh-Shew Lu at Annual Shareholder
Meeting
|
99.3
|
|
Press
Release dated June 1, 2007
|
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 thereunto
duly authorized.
|
DIODES
INCORPORATED
|
Date: June
6, 2007
|
By
/s/ Carl C. Wertz
Carl
C. Wertz,
Chief
Financial Officer
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
99.1
|
Remarks
of Dr. Keh-Shew Lu at Annual Shareholder Meeting
|
99.2
|
Slides
for Remarks of Dr. Keh-Shew Lu at Annual Shareholder
Meeting
|
99.3
|
Press
Release dated June 1, 2007
|