DIOD 8-K
Diodes Inc /Del/ (DIOD)
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
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer
On May 13, 2025, the Board of Directors of Diodes Incorporated (the “Company”), appointed Gary Yu, the Company’s President, to the additional position of the Company’s Chief Executive Officer (“CEO”), succeeding Dr. Keh-Shew Lu, who resigned as CEO that same day. Dr. Lu will remain with the Company as Chairman of its Board of Directors and as a special advisor to the CEO.
Mr. Yu., 51, has been with the Company since 2008 and was appointed President and elected as a member of the Board of Directors in January 2024. Prior roles in the Company include Chief Operating Officer; Senior Vice President with responsibility for Business Groups and the integration of Lite-On Semiconductor Corporation; President, Asia Pacific Region; General Manager of the Company’s Shanghai wafer fabrication operation and the Company’s BCD business unit; Vice President of Asia Pacific Sales; and manager of the Company’s sensor and satellite business unit. Prior to joining the Company, Mr. Yu spent over 10 years at Lite-On Semiconductor Corporation as Vice President, Worldwide Sales and at Texas Instruments in IT, finance, and capacity planning positions. Mr. Yu holds a bachelor’s degree in MIS from Fu-Jen University, Taiwan, a master’s degree in Telecommunication Engineering from Southern Methodist University, and an MBA from the University of Dallas.
In connection with his appointment, the Company and Mr. Yu entered into an employment agreement, dated May 13, 2025, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Pursuant to his employment agreement, Mr. Yu will receive an annual base salary of $740,000 and remain eligible for awards under the Company’s equity incentive plan and the Company’s executive bonus plan.
The foregoing description of Mr. Yu’s employment agreement is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1.
Mr. Yu is married to the niece of Dr. Keh-Shew Lu. Other than being married to Dr. Lu’s niece, there are no family relationships between Mr. Yu and any Company director or executive officer, and no arrangements or understandings between Mr. Yu and any other person pursuant to which he was selected as an officer. Mr. Yu is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Amendment of Dr. Lu’s Employment Agreement
Effective on May 13, 2025, the Company and Dr. Lu entered into Amendment No. 4 ( the “Amendment”) to Dr. Lu’s existing employment agreement with the Company, as previously amended, to reflect, among other things, the following changes:
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.2.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Results of the Annual Meeting
The Company submitted the following matters to a vote of its security holders at the Company’s 2025 annual meeting of stockholders on May 12, 2025, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 2, 2025: (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, 2025.
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: Elizabeth Bull, Angie Chen Button, Warren Chen, Robert E. Feiger, Keh-Shew Lu, Huey-Jen (Jenny) Su, and Gary Yu. 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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Elizabeth Bull |
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For: |
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40,901,239.52 |
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Withhold: |
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204,774.00 |
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Broker Non-Votes: |
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2,177,124.48 |
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Angie Chen Button |
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For: |
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39,986,317.52 |
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Withhold: |
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1,119,666.00 |
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Broker Non-Votes: |
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2,177,124.48 |
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Warren Chen |
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For: |
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40,182,307.52 |
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Withhold: |
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923,676.00 |
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Broker Non-Votes: |
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2,177,124.48 |
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Robert E. Feiger |
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For: |
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40,631,652.52 |
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Withhold: |
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474,331.00 |
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Broker Non-Votes: |
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2,177,124.48 |
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Keh-Shew Lu |
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For: |
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40,326,382.52 |
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Withhold: |
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779,601.00 |
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Broker Non-Votes: |
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2,177,124.48 |
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Huey-Jen (Jenny) Su |
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For: |
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40,631,040.52 |
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Withhold: |
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474,943.00 |
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Broker Non-Votes: |
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2,177,124.48 |
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Gary Yu |
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For: |
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40,665,945.52 |
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Withhold: |
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440,038.00 |
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Broker Non-Votes: |
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2,177,124.48 |
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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39,232,435.52 |
Against: |
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1,807,209.00 |
Abstain: |
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66,339.00 |
Broker Non-Votes: |
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2,177,124.48 |
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, 2025 are as follows:
For: |
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47,721,860.00 |
Against: |
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537,052.00 |
Abstain: |
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24,196.00 |
Broker Non-Votes: |
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Item 7.01
On May 14, 2025, the Company issued a press release announcing the appointment of Mr. Yu as the Company’s CEO. A copy of the press release is attached as Exhibit 99.1.
The information furnished in this Item 7.01, including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.
Item 9.01 Financial Statements and Exhibits
Exhibit Number |
Description |
10.1 |
Employment Agreement, between Diodes Incorporated and Mr. Gary Yu effective May 13, 2025 |
10.2 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 14, 2025 |
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DIODES INCORPORATED |
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By |
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/s/ Brett R. Whitmire |
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Brett R. Whitmire |
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Chief Financial Officer |
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of May 13, 2025, by and between Diodes Incorporated, a Delaware corporation (“Company”), and Gary Yu (“Employee”), with respect to the following facts:
The Company desires to be assured of the continued association and services of the Employee in order to take advantage of his experience, knowledge, and abilities in the Company’s business, and is willing to employ the Employee, and the Employee desires to be so employed, on the terms and conditions set forth in this Agreement.
ACCORDINGLY, on the basis of the representations, warranties, and covenants contained herein, the parties hereto agree as follows:
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receives for the period covered by such payments as disability compensation under insurance policies, if any, maintained by the Company or under government programs.
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For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered “willful” unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that such action or omission was in the best interests of the Company. Any act or failure to act, based upon authority given pursuant to a resolution of the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. The cessation of employment of the Employee shall not be deemed to be for cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of all members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in subparagraph (i), (ii), or
For purposes of this provision, with respect to clauses (i) through (iv) above, “good reason” shall not exist unless Employee has notified the Company within thirty (30) calendar days of the initial existence of the actions or failures to act giving rise to good reason, and such actions or failures have not been cured or remedied by the Company within thirty (30) calendar days of the receipt of such notice. Notwithstanding any provision in this Agreement to the contrary, any termination by Employee for good reason under clauses (i) through (iv) above must occur within thirty (30) calendar days following the date on which Employee provides the Company with the “Termination Notice” described under Section 3.2(d) below and such Termination Notice must be provided to the Company within sixty (60) calendar days after the foregoing cure/remedy has expired without cure or remedy by the Company.
(iii) if the date of termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty (30) calendar days after the
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giving of such notice). The failure by the Employee or the Company to set forth in the Termination Notice any factor or circumstance which contributes to a showing of good reason or cause shall not waive any right of the Employee or the Company, respectively, hereunder or preclude the Employee or the Company, respectively, from asserting such fact or circumstance in enforcing the Employee’s or the Company’s rights hereunder.
(ii) the Company shall pay to the Employee, or his estate, the amount specified in Section 2.1(iii) for the fiscal year in which such termination occurs, prorated to the date of the termination; (iii) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, stock units, bonus
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units, and stock grants) shall continue to be governed by the applicable award agreement; and (iv) the Employee shall continue to be bound by Sections 1.5, 1.6, 1.7, and 1.8.
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hereunder shall be assigned, pledged, hypothecated, or otherwise transferred by the Employee (other than by will or the laws of descent and distribution) without the prior written consent of the Company in each instance.
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reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest, penalties, or additional tax under Section 409A, which amendment shall be reasonably determined in good faith by the Company and Employee.
(ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first set forth above.
Company: |
DIODES INCORPORATED Richard D. White By: Richard D. White (Apr 30, 2025 11:15 CDT) Authorized Representative: Richard D White 4949 Hedgcoxe Road, Suite 200 Plano, TX 75024 |
Employee: |
By: Gary Yu |
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EXHIBIT A INDEMNIFICATION AGREEMENT
(See Attached)
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DIODES INCORPORATED INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is entered into and made effective on May 13, 2025, by and between Diodes Incorporated (“Company”), a Delaware corporation, and Gary Yu (“Indemnitee”).
NOW, THEREFORE, in consideration of the above premises, the representations, warranties, and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
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domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company, as described above.
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Section 3.
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legal proceedings in accordance with Section 13 to secure a determination that Indemnitee should be indemnified under applicable law as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.
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applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior indemnification agreement between the Company and Indemnitee. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the Company’s Certificate of Incorporation, Bylaws, applicable law or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.
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connection with this Agreement, and (c) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Indemnification Agreement as of the day first set forth above.
“Company” DIODES INCORPORATED,
a Delaware corporation
Richard D. White
By: Richard D. White (Apr 30, 2025 11:15 CDT)
Name: Richard D. White
Title: Corporate Secretary
4949 Hedgcoxe Road, Suite 200
Plano, Texas 75024
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“Indemnitee”
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(Signature)
Gary Yu
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Address:
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7825 Kentmere
The Colony, TX 75056
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Exhibit 10.2
AMENDMENT #4 TO EMPLOYMENT AGREEMENT
This Amendment #4 (“Amendment”), effective as of May 13, 2025 (“Effective Date”), is to the July 21, 2015 Employment Agreement, as amended on February 22, 2017, May 31, 2022, and January 2, 2024 (collectively, “Agreement”), by and between Diodes Incorporated, a Delaware corporation (“Company”), with its principal place of business at 4949 Hedgcoxe Road, Suite 200, Plano, TX 75024, and Dr. KehShew Lu, an individual (“Employee”).
WITNESSETH:
WHEREAS, as of the Effective Date, the Employee no longer serves as Chief Executive Officer of the Company;
WHEREAS, the Employee will remain with the Company as an employee pursuant to the terms of this Agreement;
WHEREAS, the Company and the Employee desire to modify certain provisions of the Agreement;
WHEREAS, this Amendment satisfies the conditions for amending the Agreement provided under Section
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Dollars), subject to such periodic changes, if any, as the Board of Directors and/or the CEO may determine, less any applicable deduction therefrom for income tax or other applicable withholdings, payable in accordance with the Company’s standard practices and procedures;”
(iii) “participation in the extended medical expense reimbursement plan as set forth in the Company’s Executive Health Policy dated April 17, 2020 with the annual maximum reimbursement limit set at $6,000.00 (six thousand US Dollars);”
IN WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to be duly executed and delivered.
COMPANY EMPLOYEE
Keh-Shew Lu (Apr 29, 2025 13:14 GMT+8)
Gary Yu Dr. Keh-Shew Lu
President
Diodes Incorporated
Exhibit 99.1
Diodes Incorporated Appoints Gary Yu as CEO
Dr. Keh-Shew Lu to Remain Chairman of the Board
Plano, Texas – May 14, 2025 – Diodes Incorporated (Diodes or “the Company”) (Nasdaq: DIOD) today announced that as part of its long-term succession plan, Gary Yu who has served as President since January 2, 2024, has been appointed Chief Executive Officer effective immediately. Dr. Keh-Shew Lu will continue to serve as Chairman of the Board.
Dr. Keh-Shew Lu stated, “Gary has demonstrated exceptional leadership since assuming the role of President in early 2024 after having been at Diodes for over 16 years. His extensive knowledge of Diodes’ market position, customer relationships and global manufacturing operations has been instrumental in advancing the Company’s mission and long-term objectives.”
Gary Yu commented, “I am honored to assume the role of CEO and further build upon the strong foundation established by Dr. Lu over the past 20 years. Together with our talented management team and dedicated employees, I am personally committed to advancing Diodes to the next stage of success. Over the past year, I’ve devoted my time to strengthen relationships across all levels of the organization, fostering trust combined with a relentless focus on executing our operational objectives. My top priority remains on delivering accelerated growth, while expanding margins and profitability in the quarters and years ahead.”
With Gary Yu’s promotion, Dr. Keh-Shew Lu will continue to serve as Chairman of the Board, acting as the principal liaison between the Company and the Board of Directors while also providing strategic counsel to the executive leadership team.
For more detailed information on Mr. Yu’s background as well as other Diodes’ executives, please visit the Leadership Team page on Diodes’ website.
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s SmallCap 600 and Russell 3000 Index company, delivers high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. We leverage our expanded product portfolio of analog and discrete power solutions combined with our leading-edge packaging technology to meet customers’ needs. Our broad range of application-specific products and solutions-focused sales, coupled with global operations including engineering, testing, manufacturing, and customer service, enable us to be a premier provider for high-volume, high-growth markets. For more information visit www.diodes.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth in this report that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding the share repurchase plan and other information including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. We undertake no obligation to update or to revise any forward-looking statements.
The Diodes logo is a registered trademark of Diodes Incorporated in the United States and other countries.
© 2025 Diodes Incorporated. All Rights Reserved
Company Contact:
Diodes Incorporated
Gurmeet Dhaliwal
Director, Investor Relations & Corporate Marketing
P: 408-232-9003
E: [email protected]
Investor Relations Contact:
Shelton Group
Leanne K. Sievers, President
P: 949-388-0648
E: [email protected]