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
Date of Report (Date of earliest event reported): February 28, 2008
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-5740 95-2039518
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
15660 North Dallas Parkway
Suite 850
Dallas, Texas 75248
(Address of principal executive offices) (Zip Code)
(972) 385-2810
(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))
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Item 5.02. Departure of Directors or Principal Officers; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
Executive Bonuses
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Pursuant to the 2001 Omnibus Equity Incentive Plan, certain
executive officers may earn a cash bonus if the Company achieves specific
performance goals and objectives established by the Compensation Committee of
the Board of Directors (the "Committee") at the beginning of each fiscal year.
For fiscal 2007, the aggregate amount of the executive bonus pool depends upon
the amount by which (i) the Company's revenue growth in 2007 exceeds that of the
Company's industry (for 2007, the percentage increase was based on a weighted
average in which the market for discrete products accounted for 80% and the
market for analog products accounted for 20%) and (ii) the Company's net income
for 2007 exceeds that of the prior year indexed to the industry revenue growth.
At the end of the fiscal year, the Committee allocates the bonus pool among the
executive officers based on the contribution made by each officer to the
achievement of the Company's performance. For fiscal 2007, the executive bonus
pool was $3,306,000, of which the Committee awarded $3,062,500.
The Committee has awarded the following cash bonuses to executive
officers for services rendered in fiscal 2007:
Name Position Amount
- --------------------------- ------------------------------------ -----------
Keh-Shew Lu President and Chief $ 953,892
Executive Officer
Joseph Liu Senior Vice President - Operations 431,762
Mark A. King Senior Vice President - Sales 351,434
and Marketing
Carl C. Wertz Chief Financial Officer, 251,024
Secretary and Treasurer
Richard D. White Senior Vice President - Finance 331,352
Steven Ho Asia President and Vice President 271,106
- Asia Sales and Marketing
Edmund Tang Vice President - Corporate 271,106
Administration
Francis Tang Vice President - Product Development 200,819
-----------
$ 3,062,500
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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.
DIODES INCORPORATED
Date: February 29, 2008 By /s/ Carl C. Wertz
-----------------------------------
Carl C. Wertz,
Chief Financial Officer
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