8-K
Super Micro Computer, Inc. (SMCI)
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): March 26, 2025
SUPER MICRO COMPUTER, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33383 | 77-0353939 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br>Identification No.) |
980 Rock Avenue, San Jose, California 95131
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (408) 503-8000
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:
| ☐ | 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)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $0.001 par value | SMCI | The NASDAQ Global Select Market |
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 Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
Appointment of Scott Angel to the Board of Directors
On March 26, 2025, the Board of Directors (the “Board”) of Super Micro Computer, Inc. (the “Company”) voted to increase the number of directors to ten (10) pursuant to provisions in the Amended and Restated Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of the Company. The Board also voted to appoint Mr. Scott Angel as a Class II director, effective March 31, 2025, for an initial term expiring at the Company’s annual meeting of stockholders following the fiscal year ending June 30, 2026.
Mr. Angel spent over 37 years in the audit and assurance practice at Deloitte & Touche LLP (“Deloitte”) including 25 years as an audit partner in the Silicon Valley. He focused on serving clients in the technology industry and led the semiconductor industry practice from 1993 until his retirement in December 2017. During his career at Deloitte, he served a wide range of public and private technology companies and has experience working on risk and compliance issues. Mr. Angel is a CPA (inactive status) and a member of the AICPA. He received his Bachelor of Arts in Business Administration degree from the University of Washington.
Mr. Angel is entitled to receive the Company’s standard indemnity agreement and non-employee director compensation. The Company reimburses non-employee directors for reasonable expenses in connection with attendance at Board and committee meetings. The Company’s non-employee directors receive an annual retainer of $60,000, payable quarterly in cash. In addition, each director serving in a non-chairperson capacity on the Company’s Audit, Compensation or Nominating and Corporate Governance Committees receives an additional annual retainer of $15,000, $10,000 and $7,500 per committee, respectively, payable quarterly in cash. Non-employee directors are entitled to $2,000 per meeting for each meeting attended in excess of (1) the regular meetings of the Board and (2) up to 10 additional meetings beyond such regular meetings, provided that notice of the meeting was properly given, a quorum was present and minutes of the meeting were prepared. Each non-employee director is entitled to receive an annual equity grant equal in value to $255,000 which such director may elect to receive as 100% RSUs, 50% RSUs and 50% Options, or 100% Options; provided, however, that the initial equity award is 100% RSUs. Initial RSU grants upon election as a director are also prorated.
| Item 7.01 | Regulation FD Disclosure |
|---|
On March 31, 2025, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit <br>Number | Description |
|---|---|
| 99.1 | Press release datedMarchsmcipressrelease-boardscot.htm31, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| SUPER MICRO COMPUTER, INC. | ||
|---|---|---|
| Date: March 31, 2025 | By: | /s/ Charles Liang |
| President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
Document
Exhibit 99.1
Supermicro Appoints New Independent Director and General Counsel
Industry veteran with deep financial background Scott Angel joins Board
Seasoned legal expert Yitai Hu promoted to General Counsel
SAN JOSE, Calif., March 31, 2025 – Super Micro Computer, Inc. (NASDAQ: SMCI) (“Supermicro” or the “Company”), a Total IT Solution Provider for AI, Cloud, Storage, and 5G/Edge, today announced enhancements to its Board of Directors and senior leadership team to support the continued execution of its growth strategy, with the appointments of:
•Scott Angel as a new independent director: Mr. Angel, who brings nearly four decades of experience in accounting, audit, consulting, and financial advisory, has deep expertise in the technology and semiconductor industries with a focus on risk and compliance.
•Yitai Hu as General Counsel & Senior Vice President, Corporate Development: Reporting directly to Supermicro’s CEO, Mr. Hu’s appointment furthers the Company’s ongoing work to expand its in-house legal department to better align with the size and complexity of the organization as well as its future growth ambitions.
“Supermicro’s explosive growth has positioned us as a clear industry leader with tremendous opportunities for further value creation, and the appointments of Scott as an independent director and Yitai as General Counsel will support our continued growth,” said Charles Liang, Founder, President, and CEO of Supermicro. “We look forward to benefitting from Scott’s valuable insights and fresh perspectives on our Board as we work together to advance our vision for Supermicro’s future at the forefront of the AI revolution. Yitai, already familiar with the Company, is a seasoned legal expert with a strong business acumen, and we are pleased to have a leader of his caliber serving as our General Counsel.”
About Scott Angel
Mr. Angel spent over 37 years in the audit and assurance practice at Deloitte, including 25 years as an audit partner in Silicon Valley. He focused on serving clients in the technology industry and led the semiconductor industry practice from 1993 until his retirement in December 2017. During Mr. Angel’s career at Deloitte, he served a wide range of public and private technology companies and has experience working on risk and compliance issues. He graduated with a Bachelor of Business Administration from the University of Washington, is a CPA (inactive status) and a member of the AICPA.
Exhibit 99.1
About Yitai Hu
With a legal career spanning nearly three decades, Mr. Hu has been a partner at AmLaw 50 law firms including Norton Rose Fulbright US LLP, Wilson Sonsini Goodrich & Rosati, Alston & Bird LLP and Akin Gump Strauss Hauer & Feld LLP. Recognized internationally as a leading trial attorney in the area of intellectual property rights, he brings deep technology experience as well as expertise on issues related to corporate governance and other matters including corporate transactions and mergers and acquisitions. He graduated with a Bachelor’s Degree in Physics from the University of Kansas, and a Juris Doctor from the University of Maryland’s Francis King Carey School of Law.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this press release that are not historical fact may be forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may relate to, among other things, contributions to our future growth to be made by the new director and General Counsel. Such forward looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from those anticipated, including: (i) our quarterly operating results may fluctuate, which could cause rapid declines in our stock price, (ii) as we increasingly target larger customers and larger sales opportunities, our customer base may become more concentrated, our cost of sales may increase, our margins may be lower and our sales may be less predictable, (iii) if we fail to meet publicly announced financial guidance or other expectations about our business, our stock could decline in value, (iv) the average sales prices for our server solutions could decline if customers do not continue to purchase our latest generation products or additional components, and (v) adverse macroeconomic conditions may harm our business. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward looking statements are contained in our filings with the Securities and Exchange Commission, including those factors discussed under the caption “Risk Factors” in such filings, particularly in our Annual Report on Form 10-K for our fiscal year ended June 30, 2024, and Quarterly Reports on Form 10-Q filed thereafter.
Exhibit 99.1
About Super Micro Computer, Inc.
Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first-to-market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. We are a Total IT Solutions manufacturer with server, AI, storage, IoT, switch systems, software, and support services. Supermicro's motherboard, power, and chassis design expertise further enables our development and production, enabling next-generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling).
Supermicro, Server Building Block Solutions, and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc.
All other brands, names, and trademarks are the property of their respective owners.
Investor Relations Contact: Nicole Noutsios
Stratos Advisors email: ir@supermicro.com