DEF: Diodes Incorporated Announces Notice of Annual Meeting of Stockholders to be Held Virtually on May 12, 2025

Diodes Incorporated will hold its annual meeting of stockholders virtually on May 12, 2025, to elect directors, approve executive compensation, and ratify the appointment of Moss Adams LLP as the independent registered public accounting firm.

Summary

• Diodes Incorporated will hold its annual meeting of stockholders online via live audio webcast at www.proxydocs.com/DIOD on Monday, May 12, 2025, at 6:30 p.m.
• The meeting will address the election of seven directors, approval of executive compensation, and 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.
• Stockholders of record as of March 20, 2025, are entitled to vote.
• The company has made proxy materials available online at www.proxydocs.com/DIOD, and stockholders can request printed copies.
• The Board of Directors recommends voting FOR the election of each director nominee, FOR the approval of executive compensation, and FOR the ratification of the appointment of Moss Adams LLP.
• The company's net sales for fiscal year 2024 were $1.3 billion, a decrease of 21.1% from $1.7 billion in fiscal year 2023.
• Gross profit for fiscal year 2024 was $435.9 million, a decrease of 33.8% from $658.2 million in fiscal year 2023.
• Net income for fiscal year 2024 was $44.0 million, or $0.95 per diluted share, compared to $227.2 million, or $4.91 per diluted share, in fiscal year 2023.

Sentiment

Score: 5

Explanation: The document presents mixed sentiment. While it highlights positive aspects like cash flow from operations and efforts to improve sustainability, it also acknowledges significant declines in net sales, gross profit, and net income. The overall tone is neutral, focusing on factual reporting.

Positives

• The company achieved $119.4 million of cash flow from operations in fiscal year 2024.
• As of December 31, 2024, the company had approximately $322.2 million in cash and cash equivalents, restricted cash, and short-term investments.
• The company has expanded its focus on ESG.
• The company continues to replace non-Diodes products with Diodes' products at SPFAB.
• The company has reduced and continues to reduce its dependence on its China assembly and test facilities.

Negatives

• Net sales for fiscal year 2024 decreased by 21.1% to $1.3 billion.
• Gross profit for fiscal year 2024 decreased by 33.8% to $435.9 million.
• Net income for fiscal year 2024 decreased to $44.0 million, or $0.95 per diluted share.
• The company's management did not meet or exceed the 2024 Annual Plan.

Risks

• One of the company's external suppliers is also a related party, and the loss of this supplier could harm the business, operating results, and financial condition.

Future Outlook

The document does not contain a detailed future outlook, but it mentions the company's goals for 2025 and ongoing efforts to improve its operations and financial performance.

Management Comments

• The Compensation Committee believes that both performance-based and time-based awards are appropriate equity vehicles for a portion of long-term incentive compensation for the Company's executive officers because both such awards align executive officers' interests with the interests of stockholders by focusing executive officers on long-term Company performance.

Industry Context

The document notes the deterioration of the worldwide semiconductor market, which impacted the company's financial performance and compensation targets.

Comparison to Industry Standards

• The Compensation Committee reviews data concerning the pay practices among semiconductor companies of similar size to the Company.
• Based on the review undertaken in 2022 by CP, the Company's peer group currently consists of Alpha and Omega Semiconductor Limited, Monolithic Power Systems, Inc., Cirrus Logic, Inc., Qorvo, Inc., Coherent, Semtech Corporation, Infinera Corporation, Silicon Laboratories Inc., Littelfuse, Inc., Skyworks Solutions, Inc., Marvell Technology Incorporated, Synaptics Incorporated, Maxlinear, Vishay Intertechnology, Inc., Microchip Technology Incorporated, MKS Instruments and Wolfspeed, Inc.
• For the 2022 Peer Group, the median revenue as reported in the most recently available Annual Report on Form 10-K filed with the SEC was $2.2 billion.
• For the year-ended December 31, 2024, the Company's revenue was $1.3 billion.

Management Changes

Related Party Transactions

• The company conducts business with Keylink International (B.V.I.) Inc., Nuvoton Technology Corporation, Jiyuan Crystal Photoelectric Frequency Technology Ltd., and Atlas Magnetics, Co, which are related parties.
• Mr. Gary Yu, the Company's President and Director, is married to the niece of Dr. Keh-Shew Lu, the Company's Chairman and Chief Executive Officer.
• Kevin Chou is the son-in-law of Dr. Keh-Shew Lu, and is employed by the Company as Vice President of Internal Audit.
• Mr. Robert E. Feiger, an independent director, and his law firm, Friedman & Feiger, LLP, have provided legal representation to Dr. Keh-Shew Lu on matters unrelated to Dr. Lu's services to the Company.

Stakeholder Impact

• The company's financial performance impacts shareholders, employees, customers, and suppliers.
• The company's commitment to sustainability impacts stakeholders including investors, customers, employees, suppliers, and communities.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on May 12, 2025.
• The Board will consider the results of the advisory vote on executive compensation when making future decisions.

Key Dates

Keywords

stockholders, executive compensation, directors, proxy statement, annual meeting, Diodes Incorporated, Moss Adams LLP