GSI Technology Files 8-K on Officer/Director Changes & Shareholder Votes
Ticker: GSIT · Form: 8-K · Filed: Aug 22, 2025 · CIK: 1126741
| Field | Detail |
|---|---|
| Company | Gsi Technology Inc (GSIT) |
| Form Type | 8-K |
| Filed Date | Aug 22, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-changes, shareholder-vote
TL;DR
GSI Tech's 8-K shows leadership changes and shareholder votes happening.
AI Summary
GSI Technology, Inc. filed an 8-K on August 22, 2025, reporting events as of August 21, 2025. The filing indicates changes related to the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements. It also covers the submission of matters to a vote of security holders.
Why It Matters
This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and investor confidence.
Risk Assessment
Risk Level: medium — Changes in directors or officers, especially if numerous or unexpected, can indicate internal instability or strategic realignments that carry inherent risks.
Key Players & Entities
- GSI Technology, Inc. (company) — Registrant
- August 21, 2025 (date) — Date of earliest event reported
- August 22, 2025 (date) — Filing date
- Delaware (jurisdiction) — State of Incorporation
- Sunnyvale, California (location) — Principal Executive Offices
FAQ
What specific officer or director positions were affected by the changes reported in this 8-K?
The filing indicates "Departure of Directors or Certain Officers" and "Appointment of Certain Officers" but does not specify the names or exact positions within this summary.
Were there any specific compensatory arrangements for officers detailed in this filing?
The filing lists "Compensatory Arrangements of Certain Officers" as an item of disclosure, but the details of these arrangements are not provided in the summary.
What matters were submitted to a vote of security holders?
The filing states "Submission of Matters to a Vote of Security Holders" but does not specify the nature of these matters.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on August 21, 2025.
What is GSI Technology, Inc.'s principal executive office address?
The principal executive offices are located at 1213 Elko Drive, Sunnyvale, California 94089.
Filing Stats: 755 words · 3 min read · ~3 pages · Grade level 10.8 · Accepted 2025-08-22 17:00:58
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value GSIT The Nasdaq Stock Mar
Filing Documents
- tm2524195d1_8k.htm (8-K) — 33KB
- 0001104659-25-081942.txt ( ) — 194KB
- gsit-20250821.xsd (EX-101.SCH) — 3KB
- gsit-20250821_lab.xml (EX-101.LAB) — 33KB
- gsit-20250821_pre.xml (EX-101.PRE) — 22KB
- tm2524195d1_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. (d) On August 21, 2025, the Board of Directors (the "Board") of GSI Technology, Inc. (the "Corporation") changed the composition of its Audit Committee and Nominating and Corporate Governance Committees, effective immediately. Ronald R. Steger, who had just been elected to the Board for the first time, was appointed to the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Steger was appointed chair of the Audit Committee, and Ruey L. Lu was appointed chair of the Nominating and Corporate Governance Committee. In addition, Elizabeth Cholawsky was designated to serve as lead director. The Corporation's Audit Committee is now composed of Elizabeth Cholawsky, Haydn Hsieh and Ronald R. Steger (chair). The Compensation Committee continues to be composed of Elizabeth Cholawsky (chair), Haydn Hsieh and Ruey L. Lu. The Nominating and Governance Committee is now composed of Elizabeth Cholawsky, Ruey L. Lu (chair) and Ronald R. Steger.
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 21, 2025. 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 five 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 Elizabeth Cholawsky 12,578,585 104,437 6,103,899 Haydn Hsieh 12,532,258 150,764 6,103,899 Ruey L. Lu 12,479,186 203,836 6,103,899 Lee-Lean Shu 12,579,824 103,198 6,103,899 Ronald R. Steger 12,618,015 65,007 6,103,899 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: 18,436,156 Votes Against: 307,962 Abstentions: 42,803 Broker Non-Votes: 0 3. The Company's stockholders approved an advisory (non-binding) resolution regarding the fiscal 2025 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: 12,482,730 Votes Against: 172,188 Abstentions: 28,104 Broker Non-Votes: 6,103,899 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 22, 2025 By: /s/ DOUGLAS M. SCHIRLE Douglas M. Schirle Chief Fina