GSI Technology to be Acquired by The Gores Group for $69.1M

TL;DR

GSI Tech going private! Gores Group buying for $69.1M ($1/share). Deal expected Q4.

AI Summary

GSI Technology, Inc. announced on August 22, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of The Gores Group. The transaction is valued at approximately $1.00 per share, representing an aggregate purchase price of approximately $69.1 million. The acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by The Gores Group at a premium to current market value could signal a positive outlook for GSI Technology's assets and future prospects, potentially benefiting shareholders.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of the deal falling through or regulatory hurdles.

Key Numbers

• $69.1M — Aggregate Purchase Price (Total value of the acquisition by The Gores Group.)
• $1.00 — Per Share Price (The price per share offered in the acquisition.)

Key Players & Entities

• GSI Technology, Inc. (company) — Company being acquired
• The Gores Group (company) — Acquiring entity
• $1.00 (dollar_amount) — Per share acquisition price
• $69.1 million (dollar_amount) — Aggregate purchase price
• August 22, 2024 (date) — Date of definitive agreement
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value GSIT The Nasdaq Stock Mar

Filing Documents

• tm2422524d1_8k.htm (8-K) — 39KB
• tm2422524d1_ex10-1.htm (EX-10.1) — 179KB
• 0001104659-24-092416.txt ( ) — 421KB
• gsit-20240822.xsd (EX-101.SCH) — 3KB
• gsit-20240822_lab.xml (EX-101.LAB) — 33KB
• gsit-20240822_pre.xml (EX-101.PRE) — 22KB
• tm2422524d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On August 22, 2024, the Compensation Committee of the Board of Directors of GSI Technology, Inc., a Delaware corporation (the "Company") approved the GSI Technology, Inc. Amended and Restated Executive Retention and Severance Plan (the "Restated Plan"). The Restated Plan replaces the original plan adopted on September 30, 2014, as amended on August 29, 2017, August 27, 2020, and September 12, 2023. Capitalized terms not defined herein shall have the meaning set forth in the Restated Plan. The terms of the Restated Plan are substantially the same as the original Executive Retention and Severance Plan, except that the Restated Plan provides that service to the Company after September 30, 2024 will not factor into the calculation of a Participant's Base Salary Severance Period. The Participant's Base Salary Severance Period will be fixed at the greater of (i) eighteen months for a Chief Executive Officer or twelve months for an Executive Officer, and (ii) the Base Salary Severance Period equal to one month for each full or partial year of the Participant's employment that was completed on or prior to September 30, 2024. Further, in the event of acceleration of equity awards under Section 5.2(f) of the Restated Plan, time-based vesting Restricted Stock Units shall be settled in full, and performance shares, performance stock units and similar stock-based compensation awards with multiple potential vesting levels shall, depending on the applicable level of performance, be settled at the greater of: (i) the target level of performance, or (ii) the applicable level of performance attained through the date of termination of employment. The Restated Plan expires on September 30, 2027. The description of the Restated Plan in this Current Report on Form 8-K is qualified in its entirety by reference to the full te

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its annual meeting of stockholders on August 22, 2024. At the annual meeting, the matters set forth below were submitted to a vote of the Company's stockholders. The final tally of shares voted for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below. 1. The Company's stockholders elected the following six persons to serve on the Company's Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, with the votes cast as follows: Director Nominees For Withhold Broker Non-Vote Jack A. Bradley 11,895,628 118,047 5,468,967 Elizabeth Cholawsky 11,900,412 113,263 5,468,967 Haydn Hsieh 11,882,060 129,733 5,470,849 Ruey L. Lu 11,817,209 194,584 5,470,849 Lee-Lean Shu 11,905,249 108,426 5,468,967 Robert Yau 11,874,108 137,685 5,470,849 2. The Company's stockholders ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025, with the votes cast as follows: Votes For: 16,878,463 Votes Against: 415,443 Abstentions: 188,736 Broker Non-Votes: 0 3. The Company's stockholders approved an advisory (non-binding) resolution regarding the fiscal 2024 compensation of the executive officers named in the Summary Compensation Table, as disclosed in the Company's proxy statement for the annual meeting, with the votes cast as follows: Votes For: 11,715,049 Votes Against: 276,598 Abstentions: 22,028 Broker Non-Votes: 5,468,967

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 GSI Technology, Inc. Amended and Restated Executive Retention and Severance Plan, dated as of August 22, 2024 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 GSI Technology, Inc. Date: August 23, 2024 By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Financial Officer

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