Diodes Inc. Reports Director Changes and Officer Compensation Updates

TL;DR

DIODES INC. (DIOD) filed an 8-K: new directors elected, exec comp updated. Watch for details.

AI Summary

On January 22, 2025, Diodes Incorporated filed an 8-K report detailing changes in its board of directors and executive compensation. The filing includes the election of new directors and updates to compensatory arrangements for certain officers. Specific details regarding the individuals involved and the exact nature of the compensation changes are outlined within the report.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, or financial outlook, impacting investor confidence and stock performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters such as director elections and executive compensation, which typically do not represent significant immediate financial risk.

Key Players & Entities

• Diodes Incorporated (company) — Registrant
• January 22, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.66 — ch registered Common Stock, Par Value $0.66 2/3 DIOD The Nasdaq Stock Market LL
• $7,000 — kholders, Dr. Su's compensation will be $7,000. In addition, Dr. Su is entitled to the

Filing Documents

• diod-20250122.htm (8-K) — 46KB
• diod-ex99_1.htm (EX-99.1) — 17KB
• img74335243_0.jpg (GRAPHIC) — 22KB
• 0000950170-25-008822.txt ( ) — 206KB
• diod-20250122.xsd (EX-101.SCH) — 23KB
• diod-20250122_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 22, 2025 the Board of Directors (the "Board") of Diodes Incorporated (the "Company") appointed Dr. Huey-Jen Jenny Su to the Board effective February 3, 2025. Dr. Su is an Honorary Professor of Environmental Health at the National Cheng Kung University in Taiwan. Her previous research efforts primarily focused on the topic of air pollution related health effects, with a particular emphasis on the rising global concerns with airborne microbial hazards. She was also an expert member of the committee that prepared the World Health Organization's report concerning guidelines for biological agents in the indoor environment. Following Dr. Su's appointment, the Board will be comprised of eight directors, four of whom are female. Dr. Su is not being assigned to any committees of the Board until she is elected to the Board at the Company's shareholder meeting, currently scheduled to be held in May 2025. After Dr. Su is elected to the Board by the stockholders, she will be assigned to work on one or more committees. From the time of her appointment to the Board, until she is elected to the Board by the stockholders, Dr. Su's compensation will be $7,000. In addition, Dr. Su is entitled to the standard compensatory agreement and arrangements for non-employee directors described under the caption "Corporate Governance and Compensation of Directors" in the Company's proxy statement for its 2024 annual meeting of stockholders. Dr. Su qualifies as an independent director under the corporate governance standards of Nasdaq and the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Dr. Su was not appointed to the Board pursuant to any arrangement or understanding with any other person and has no family relationships with any director or executive officer of the Compan

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 24, 2025, the Company issued a press release announcing the election of Dr. Huey-Jen Su to its Board. A copy of the press release is furnished as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, 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 Form 8-K. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that the information in this Item 7.01 is material information that is not otherwise publicly available.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press release dated January 24, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: January 24, 2025 By: /s/Brett R. Whitmire Brett R. Whitmire Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR