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
May 29, 2013
Date of Report (Date of earliest event reported)
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 002-25577 | 95-2039518 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 4949 Hedgcoxe Road, Suite 200 Plano, Texas |
75024 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(972) 987-3900
(Registrant’s telephone number, including area code)
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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Results of the Annual Meeting
Diodes Incorporated (“the Company”) submitted to a vote of its security holders at its 2013 annual meeting of stockholders on May 29, 2013 for the following matters: (1) the election of seven persons to the Board of Directors, each to serve until the next annual meeting of stockholders and until their respective successors have been elected and qualified; (2) the approval of the Company’s executive compensation; (3) the approval of the Company’s 2013 Equity Incentive Plan; and (4) the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
1. Election of Directors
The final results of the number of votes cast for and withheld, as well as the number of broker non-votes, as to each nominee for the Board of Directors of the Company are as follows:
| C.H. Chen |
For: | 33,553,513 | ||||
| Withheld: | 7,801,390 | |||||
| Broker Non-Votes: | 3,277,495 | |||||
| Michael R. Giordano |
For: | 40,520,277 | ||||
| Withheld: | 834,626 | |||||
| Broker Non-Votes: | 3,277,495 | |||||
| L.P. Hsu |
For: | 39,951,053 | ||||
| Withheld: | 1,403,850 | |||||
| Broker Non-Votes: | 3,277,495 | |||||
| Keh-Shew Lu |
For: | 39,732,309 | ||||
| Withheld: | 1,622,594 | |||||
| Broker Non-Votes: | 3,277,495 | |||||
| Raymond Soong |
For: | 33,037,283 | ||||
| Withheld: | 8,317,620 | |||||
| Broker Non-Votes: | 3,277,495 | |||||
| John M. Stich |
For: | 39,081,934 | ||||
| Withheld: | 2,272,969 | |||||
| Broker Non-Votes: | 3,277,495 | |||||
| Michael K.C. Tsai |
For: | 38,512,060 | ||||
| Withheld: | 2,842,843 | |||||
| Broker Non-Votes: | 3,277,495 |
2. Approval of Executive Compensation
The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the approval of executive compensation are as follows:
| For: |
32,584,049 | |||||
| Against: |
6,647,746 | |||||
| Abstain: |
2,123,108 | |||||
| Broker Non-Votes: |
3,277,495 |
3. Approval of the 2013 Equity Incentive Plan
The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the approval of the 2013 Equity Incentive Plan are as follows:
| For: |
30,208,419 | |||||
| Against: |
11,106,381 | |||||
| Abstain: |
40,103 | |||||
| Broker Non-Votes: |
3,277,495 |
4. Ratification of Appointment of Independent Registered Public Accounting Firm
The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 are as follows:
| For: |
44,020,566 | |||||
| Against: |
545,196 | |||||
| Abstain: |
66,636 | |||||
| Broker Non-Votes: |
0 |
| Item 7.01 | Regulation FD Disclosure. |
On May 29, 2013, the Company held its 2013 annual meeting of stockholders. A copy of the presentation slides for the 2013 annual meeting of stockholders is furnished herewith as Exhibit 99.1 to this Report.
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 Report. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available.
In the foregoing presentation, the Company utilized financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide stockholders with an alternative method for assessing its operating results in a manner that enables stockholders to more thoroughly evaluate its current performance as compared to past performance. The Company also believes these non-GAAP measures provide stockholders with a more informed baseline for modeling its future financial performance. The Company’s management uses these non-GAAP measures for the same purposes. The Company believes that its stockholders should have access to the same set of tools that it uses in analyzing its results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. See Item 2.02 of to the Company’s Form 8-K, filed on May 14, 2013, for definitions of the non-GAAP financial measures, together with an explanation of why management uses these measures and why management believes that these non-GAAP financial measures are useful to stockholders, and tables that reconcile the non-GAAP financial measures utilized to GAAP financial measures.
Cautionary Information Regarding Forward-Looking Statements
Except for the historical and factual information contained in the accompanying slides attached as Exhibit 99.1 to this Report, the matters set forth therein are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but are not limited to, such factors as may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of the presentation slides. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Presentation slides for the 2013 annual meeting of stockholders | |
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 hereunto duly authorized.
| Dated: June 3, 2013 | DIODES INCORPORATED | |||||
| By | /s/ Richard D. White | |||||
| RICHARD D. WHITE | ||||||
| Chief Financial Officer | ||||||
Index to Exhibits
| Exhibit Number |
Description | |
| 99.1 | Presentation slides for the 2013 annual meeting of stockholders | |
 Investor Relations Presentation
May, 2013
Exhibit 99.1 |
 Safe
Harbor Statement Page 2
Any
statements
set
forth
herein
that
are
not
historical
facts
are
forward-looking
statements
that
involve
risks
and
uncertainties
that
could
cause
actual
results
to
differ
materially
from
those
in
the
forward-looking
statements.
Such
forward-looking
statements
include,
but
are
not
limited
to,
statements
regarding
Diodes
Incorporated’s
2Q
2013
business
outlook
update,
which
includes
the
following:
a
summary
of
the
guidance
for
GAAP
and
non-GAAP
financial
measures
as
follows
on
revenue
of
$206
million
to
$218
million
for
both
GAAP
and
non-GAAP;
sequential
growth
of
16%
to
23%
for
both
GAAP
and
non-
GAAP;
gross
margin
(%
of
revenue)
of
25.0%
to
29.0%
for
GAAP
and
27.0%
to
31.0%
for
non-GAAP;
operating
expense
(%
of
revenue)
of
22.6%
to
24.6%
for
GAAP
and
20.3%
to
22.3%
for
non-GAAP;
tax
rate
of
14%
to
20%
for
both
GAAP
and
non-GAAP;
and
shares
used
to
calculate
GAAP
and
non-GAAP
are
anticipated
to
be
approximately
47.4
million;
and
other
statements
identified
by
words
such
as
“estimates,”
“expects,”
“projects,”
“plans,”
“will”
and
similar
expressions.
Potential
risks
and
uncertainties
include,
but
are
not
limited
to,
such
factors
as:
the
possibility
that
the
transaction
may
not
be
consummated,
including
as
a
result
of
any
of
the
conditions
precedent;
the
risk
that
BCD’s
business
will
not
be
integrated
successfully
into
the
Company’s;
the
risk
that
the
expected
benefits
of
the
acquisition
may
not
be
realized,
including
the
realization
of
the
accretive
effect
of
the
acquisition;
the
risk
that
BCD’s
standards,
procedures
and
controls
will
not
be
brought
into
conformance
within
the
Company’s
operation;
difficulties
coordinating
the
Company’s
and
BCD’s
new
product
and
process
development,
hiring
additional
management
and
other
critical
personnel,
and
increasing
the
scope,
geographic
diversity
and
complexity
of
the
Company’s
operations;
difficulties
in
consolidating
facilities
and
transferring
processes
and
know-how;
difficulties
in
reducing
the
costs
of
BCD’s
business;
the
diversion
of
our
management’s
attention
from
the
management
of
our
business;
Diodes’
business
and
growth
strategy;
the
introduction
and
market
reception
to
new
product
announcements;
fluctuations
in
product
demand
and
supply;
prospects
for
the
global
economy;
continued
introduction
of
new
products;
Diodes’
ability
to
maintain
customer
and
vendor
relationships;
technological
advancements;
impact
of
competitive
products
and
pricing;
growth
in
targeted
markets;
successful
integration
of
acquired
companies
and/or
assets;
Diodes’
ability
to
successfully
make
additional
acquisitions;
risks
of
domestic
and
foreign
operations,
including
excessive
operation
costs,
labor
shortages,
higher
tax
rates
and
joint
venture
prospects;
unfavorable
currency
exchange
rates;
availability
of
tax
credits;
Diodes’
ability
to
maintain
its
current
growth
strategy
or
continue
to
maintain
its
current
performance
and
loadings
in
manufacturing
facilities;
our
future
guidance
may
be
incorrect;
the
global
economic
weakness
may
be
more
severe
or
last
longer
than
Diodes
currently
anticipate;
and
other
information
detailed
from
time
to
time
in
filings
with
the
United
States
Securities
and
Exchange
Commission.
This
presentation
also
contains
non-GAAP
measures.
See
the
Company’s
press
releases
on
May
9,
2013
titled,
“Diodes
Incorporated
Reports
First
Quarter
2013
Financial
Results”
for
detailed
information
related
to
the
Company’s
non-GAAP
measures
and
a
reconciliation
of
GAAP
net
income
(loss)
to
non-GAAP
net
income
(loss). |
 Management Representative
Page 3
Rick White
CFO, Secretary, and Treasurer
CFO
Since 2009
SR VP, Finance
3 years
Texas Instruments 25 years
Experience:
Partner, Tatum Partners
CFO, Optisoft
Vice President, TI Worldwide, Memory
Education:
MBA, Finance, University of Michigan
Bachelor’s Degree, Electrical Engineering, Oklahoma State University
|
 Company Representative
Page 4
Laura Mehrl
Director of Investor Relations
Since May 2010
Experience:
Director of Investor Relations, Diodes Incorporated, Plano, Texas
Senior Business Development Manager, STMicroelectronics, Carrollton, Texas
Sales Director for Analog Devices Inc., Shanghai, China
Product Marketing Manager at Texas Instruments (TI), Dallas, Texas
Senior Engineer at Lattice Semiconductor Inc., Hillsboro, Oregon
Wafer fab design engineer and product engineer at TI, Lubbock, Texas
Education:
MBA with concentration in International Marketing, Texas Tech University
BS in Electrical and Computer Engineering, University of Iowa
|
 Page
5 A leading global manufacturer and
supplier of high-quality application
specific,
standard
products
within
the broad discrete, logic and analog
markets, serving the computing,
consumer, industrial,
communications
and automotive
segments.
About Diodes Incorporated |
 Business Objective
To consistently achieve
above-market profitable growth,
utilizing our innovative and
cost-effective packaging technology,
suited for high volume, high growth
markets by leveraging process expertise
and design excellence to deliver high
quality semiconductor products.
Page 6 |
 2012
Total Semiconductor Market ($292 bn) Significant Market Opportunity
Page 7
$133 bn
$26 bn
$57 bn
$39 bn
$18 bn
Diodes’
SAM:
$9 -
$11 bn
Diodes’
SAM:
$14 -
$16 bn
Opto
$19 bn
Std Logic
Analog
Discrete
Micro/Special
Memory
Diodes’
SAM:
$2 -
$4 bn |
 Diodes
Growth Strategy Page 8
Many Paths for Growth:
Product Portfolio
Product arena
Product line expansion
Performance enhancement
Application Space
Targeted end equipment
Broad customer base
Increased product coverage
Packaging Breadth
Broad packaging portfolio
Increased power density
Small form factor |
 2006
2010
Product Portfolio Progression
Page 9
Discrete
Diodes
MOSFETs
Rectifiers
Transistors
Protection Devices
Analog
Power Management
Power Switches
Standard Linear
Sensors
LED Drivers
Logic
Low Voltage CMOS
High Speed CMOS
Advanced Ultra-Low
Power CMOS |
 Performance Enhancement
Page 10
Diodes’
product upgrade has expanded our SAM.
SKY Rectifiers
MOSFETs
Bipolar LDO
DC-DC
(Asynchronous)
SBR®
(Super Barrier
Rectifiers) (Vb < 400v)
DIOFET
TM
(Low R
DS(on)
, Vb < 100V)
CMOS LDO
(Low power)
DC-DC
(Asynchronous, high current)
DIODESTAR
TM
Rectifiers
(Vb > 600v)
DIODESTAR
TM
MOSFETs
(Ultra low R
DS(on)
, Vb > 600V)
Low Noise LDO
DC-DC
(Synchronous, with
low & high current) |
 Efficiency, Functionality and Control for Smartphones
Page 11
LCD Backlighting
LED Drivers
Boost Converters
Schottky Diodes
LCD / OLED Display Bias
LCD Bias ICs
OLED Bias ICs
Schottky Diodes
LED Flash Module
Camera Flash Drivers
ZXMN series MOSFETs
Keypad Backlighting
LED Drivers
Boost Converters
Schottky Diodes
System Voltage Conversion
Low Dropout Regulators
DC-DC Converters
Schottky Diodes
Low-Saturation Bipolar Transistors
GPS Antenna Detection
Current Monitors
Flip / Slide / Holstor Detection
Hall Effect Sensors
Hall Effect Drivers
Battery Power Management
USB Power Switches
Current Monitors
Charger ICs
Low-Saturation Bipolar Transistors
ZXMP series MOSFETs
RF Power Amplifier
Low Dropout Regulators
Audio Amplifier
Class D Amplifier |
 Strong Relationships Drive LCD/LED TV Product Roadmaps
Page 12
LCD Display Buffer
40V High-gain BJT
System Power Conversion
Low Dropout Regulators
DC-DC Converters
Voltage References
Synchronous MOSFET Controllers
40V/100V SBR and Schottkys
Bridge Rectifier Diodes
LCD LED Backlighting
Current Monitors
400V High-gain NPN BJT
60V/100V High-gain NPN BJT
60V/100V N-channel MOSFETS
CCFL Backlighting
30V Low On-resistance MOSFETs
System Interface
USB Power Switches
Zener and TVS Arrays
System Power Management
Buck DC-DC Converters
Low Dropout Regulators
20V/30V/40V SBR®
and Schottkys
30V P-Channel MOSFETs
30V Low-saturation PNP BJT
Antenna Tuner
DC-DC Converters
40V Schottkys
Audio Amplifier
Buck DC-DC Converters
Schottky Diodes
SBR
Class D Amplifier |
 Product Breadth and Performance for Computing Platforms
Page 13
LCD / LED Backlighting
LED Drivers
Boost Converters
Schottky Diodes
Battery Power Management
Current Monitors
Load Switches
Low-Saturation BJT
ZXMP series MOSFETs
System Voltage Conversion
Low Dropout Regulators
DC-DC Converters
Schottky Diodes
Low-Saturation BJT
Open / Close Detection
Hall Effect Sensors
Hall Effect Drivers
System Power Management
Buck DC-DC Converters
Low Dropout Regulators
Super Barrier Rectifiers
Schottky Diodes
P-Channel MOSFETs
Low-Saturation BJT
System Interface
USB Power Switches
Zener and TVS Arrays
Audio Amplifier
Buck DC-DC Converters
Schottky Diodes
Super Barrier Rectifiers
Class D Amplifier
Wireless Connectivity
DC-DC Converters
Low Dropout Regulators |
 Page
14 Packaging Focus: Miniaturization and Power Efficiency
SOT143/SC82
SOT23F
SOT23/523
SC59
SOD-323F
SOD123/323
SOT666
SOT953/963
SOT26/363
SOT25/353
TSOT23-3/5/6
TO252
TO220/263/
ITO220S
SOT223
SIP-3/4
PM-III
QSOP16/20L
MSOP8/10
SOIC-8/10
TSSOP8
TSSOP14/16
SOIC14/16
PD-5
PD-123/323
Power DI 5060
Power DI 3030
Non-expose Pad
Power DI 3333
QFN 3~16 pin
0.4mm DFN
DFN1006-2
DFN0603-2
DFN0806-3
WL-CSP
DFN1114-3
Pyramid Stack
DFN5060-4
Bridge
Power DI 4040
Copper + Clip
SOLAR
PowerDI-5SP
E-CSP
Flip chip/Wafer Mold
QFN 32 pin
DFN4030C-12
DFN0808-4
0.35mm Thickness
SLP3010N9 |
 Page
15 Packaging Focus: Miniaturization and Power Efficiency
Power Efficiency
Miniaturization
DFN 0603-2 Possibly
the smallest Discrete
semiconductor package.
Compared to a TO252, the
PowerDI
®
5 package delivers
twice the power density from
a 55% smaller footprint.
PowerDI
®
5
TO252 |
 Efficient Manufacturing + Superior Processes
Page 16
•
Two discrete fabs, two analog fabs
in Kansas City, Missouri (5”
and 6”),
Oldham,United Kingdom (6”), and
Shanghai (6”) respectively
•
Bipolar, BiCMOS, CMOS and BCD
process
•
Strong engineering capabilities
Packaging
Wafer Fabs
Economies of Scale: Production Units in Shanghai (bn)
CapEx Model = 5% -
9% of 2013 Revenue
•
Shanghai-based packaging with capacity
approximately 30 billion units
•
Flexible and optimized manufacturing
process = low packaging cost
•
Additional packaging facilities in Neuhaus,
Germany and joint venture in Chengdu,
China |
 Collaborative Customer Relationships
Page 17
Quanta
Hon Hai |
 Annual Revenue Growth Rates
Outperforming the Industry
Page 18
2003 to 2012 Growth
Diodes Inc.: 19%
SAM Industry: 4.3%
Industry (Discrete + Analog + Logic)
*Acquisition Years |
 Revenue Growth |
 Revenue Profile –
1Q2013
By Channel
By Region
By End Market
Page 20
11%
79%
10%
Asia Pacific
Europe
North America
59%
41%
Distribution
OEM / EMS
29%
19%
17%
31%
4%
Industrial
Consumer
Communications
Automotive
Computing |
 First
Quarter 2013 Financial Performance Page 21
In millions, except per share
1Q12
4Q12
1Q13
Q/Q
Y/Y
Revenue
$144.7
$163.3
$177.0
$13.7
$32.2
Revenue Growth
8.4%
22.3%
Gross Margin % (GAAP)
23.3%
26.5%
26.1%
-40bp
280bp
Gross Margin % (non-GAAP)
23.3%
26.5%
27.1%
60bp
380bp
Operating Profit (GAAP)
$33.7
$43.2
$46.2
$3.0
$12.5
Net Income (GAAP)
$4.9
$4.1
-$1.9
-$6.0
-$6.8
Net Income (non-GAAP)
$4.1
$6.2
$7.5
$1.3
$3.4
EPS (GAAP)
$0.10
$0.09
-$0.04
-$0.13
-$0.14
EPS (non-GAAP)
$0.09
$0.13
$0.16
$0.03
$0.07
Cash Flow from Operations
$13.4
$16.4
$31.3
$14.9
$17.9
EBITDA (non-GAAP)
$21.2
$24.1
$23.1
-$1.0
$1.9 |
 Balance Sheet
Page 22
Dec 31, 2012
Cash
$130
$157
$200
Inventory
$140
$153
$182
Current Assets
$427
$491
$612
Total Assets
$793
$920
$1145
Other Long-term Debt
$ 3
$ 44
$ 214
Total Liabilities
$144
$200
$432
Total Equity
$649
$720
$712
Mar 31, 2013
Dec 31, 2011
(adjusted)
In millions |
 2Q
2013 Business Outlook Page 23
A summery of the guidance for GAAP and non-GAAP financial measures as
follows: GAAP
Non-GAAP
Revenue $(millions)
$206 to $218
$206 to $218
Sequential growth (%)
16% to 23%
16% to 23%
Gross Margin (% of Revenue)
25.0% to 29.0%
27.0% to 31.0%
Operating Expense (% of Revenue)
22.6% to 24.6%
20.3% to 22.3%
Tax Rate (%)
14% to 20%
14% to 20%
Shares (million)
47.4
47.4 |
 Strategy: Profitable Growth
Page 24 |
 25
A Strong Global Partnership
A Winning Combination
* 2012 Pro Forma Financials = 3Q 2012 YTD plus mid-point of 4Q 2012
guidance 2012 Revenue
$634m*
2012 Gross Margin
25.1%
High volume Discrete,
Analog and Logic products
Cost efficient packaging
capabilities
Strong global presence
Broad product and customer
base
Consumer, computing and
industrial focus
Expanded application
platform and broader
Analog footprint
Manufacturing synergies
Operating synergies
End equipment
diversification
Expanded customer base
and distribution channels
Expanded Asian position
SYNERGIES
+
=
2012 Revenue
$142m*
2012 Gross Margin
27.5%
Solid Standard Linear and
Power Management offering
Strong AC/DC Solutions for
Switch-Mode Power Supply
chargers and adaptors
Cost effective China wafer
fab capability and capacity
Extensive China-based
development team
Strong China-local market
position. |
 26
BCD Fits Diodes’
M&A Strategy
MUST HAVE’s
Synergistic with Diodes’
packaging capabilities and capacity
PLUS FACTORS
Accretive in 1 year
Enter new product area
Increase existing product portfolio
Gain access to process and/or packaging technology
Strengthen regional sales potential
1
1
1
1
2
1
Degree of
FIT
1=Very synergistic, 2=Synergistic, 3=Fairly Synergistic
26 |
 Diodes Strategy: Profitable Growth
Page 27
is another key milestone |
 Thank you
Company Contact:
Diodes Incorporated
Laura Mehrl
Director of Investor Relations
P: 972-987-3959
E: laura_mehrl@diodes.com
Investor Relations Contact:
Shelton Group
Leanne K. Sievers
EVP, Investor Relations
P: 949-224-3874
E: lsievers@diodes.com
www.diodes.com
Diodes was named one of
the 10 Best Stocks of the
Past 20 Years –
March 2012 |