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

DIODES INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(e)

2023 Executive Bonuses

On December 12, 2023, the Compensation Committee of the Board of Directors (the “Committee”) of Diodes Incorporated (the “Company”) approved the payment of a cash bonus to certain executive officers of the Company for their services rendered in fiscal 2023.

For 2023, the cash bonus for each executive is based on a multiple of that executive’s salary and consists of two components: a Company-wide performance component which accounts for 80% of the bonus; and an individual performance component which accounts for 20% of the bonus. The Company-wide performance component is based on achievement of a non-GAAP earnings per share target, a net-sales target and a Corporate Social and Environmental Responsibility target, weighted 77%, 18% and 5%, respectively. The individual performance component is based on achievement of individual objectives.

Payout ranges for the various levels of achievement are shown in the table below:

The Committee estimated the bonus to which each executive officer will be entitled for fiscal 2023, based on the Committee’s current estimate of the performance of the Company for fiscal 2023 and the Committee’s assessment of each executive’s achievement of his or her individual objectives. The Committee approved the payment of 80% of the awards in December 2023, with the remaining 20% payable upon confirmation of the Company's performance for fiscal 2023. The confirmation of the Company’s performance will be based on the actual performance of the Company as reported on its audited financial statements for fiscal 2023, subject to further adjustment(s) in the discretion of the Committee. The Committee approved the payment of cash bonuses to the following named executive officers of the Company:

1. The column “Amount Paid” lists actual amounts authorized by the Committee for payment on or before December 31, 2023, which equals 80% of the estimated amount to be awarded listed in the column “Estimated Amount to be Awarded” in the table above.

2. Ms. Holland retired during 2023 and was not eligible for a bonus.

The final performance of the Company is expected to be confirmed in the first quarter of 2024 and the remaining unpaid amount is expected to be paid at that time.

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.