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 21, 2012
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Compensation
On May 21, 2012, the Compensation Committee of the Board of Directors of Diodes Incorporated (the “Company”), in connection with its annual review of executive compensation, (i) determined the base salaries of the Company’s principal executive officer, principal financial officer and three other most highly compensated executive officers effective June 1, 2012 (collectively, the “NEOs”) and (ii) granted non-qualified stock options (“NQSOs”) and restricted stock units (“RSUs”) to such NEOs as follows:
| Name and Position |
Base Salary |
NQSOs (1) | RSUs (1) | |||||||||
| Dr. Keh-Shew Lu |
$ | 421,000 | 196,000 | 9,000 | ||||||||
| Richard D. White |
$ | 219,500 | 38,500 | 11,000 | ||||||||
| Mark A. King |
$ | 252,300 | 38,500 | 10,000 | ||||||||
| Joseph Liu |
$ | 258,000 | 17,000 | 6,000 | ||||||||
| Edmund Tang |
$ | 211,100 | 35,300 | 10,000 | ||||||||
| (1) | The NQSOs and RSUs were granted on May 21, 2012. Such NQSOs are first exercisable, and such RSUs will vest, in four equal annual installments, commencing May 26, 2013 and continuing thereafter on the following three anniversary dates of the first vesting date. The exercise price of the NQSOs is $19.27, which is the closing price of the Company’s common stock on May 21, 2012. |
Board Compensation
On May 21, 2012, the Compensation Committee, in connection with its annual review of Board compensation, determined that Board compensation would remain unchanged. For 2012, (i) the annual cash retainer for each non-employee director would be $80,000; (ii) the additional annual cash retainer for the chairman and all other members of the Audit Committee would be $20,000 and $10,000, respectively; and (iii) the annual awards of RSUs to the Chairman of the Board, the Vice Chairman of the Board and all other non-employee directors would be 21,500, 14,700 and 4,300 shares, respectively. The RSUs for 2012 were granted on May 21, 2012 and will vest in four equal annual installments, commencing May 26, 2013 and continuing thereafter on the following three anniversary dates of the first vesting date. There will be no other payments for any director activities, except for reimbursement for all costs and expenses incurred for attendance at Board of Directors’ meetings. The Board of Directors of the Company, however, may modify such compensation for each director in the future.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On and effective May 21, 2012, the Board of Directors adopted amendments to the bylaws of the Company (the “Bylaws”). The following is a summary of the amendments, which is qualified in its entirety by reference to the amended form of the Bylaws filed as Exhibit 3.1 hereto.
The Board of Directors adopted a new Article I, Section 7, Notice of Stockholder Business and Nominations, which relates to advance notice requirements for stockholder proposals and nominations submitted at the Company’s annual and special meetings of stockholders. New Article I, Section 7 establishes disclosure requirements and other procedures applicable to stockholders intending to bring proposals and nominations before a meeting of stockholders, including informational requirements relating to the stockholder making the proposal or nomination (and the beneficial owner, if any, on whose behalf the proposal or nomination is being made), the proposal, if any, to be brought before the meeting, and the nominee, if any, submitted for election to our Board. New Article I, Section 7 also establishes a time period in which notice must be delivered to the Company and gives the chairman of the meeting the authority to determine whether such proposal or nomination was properly brought before the meeting. Generally, a stockholder must deliver his notice of any proposal or nomination that such stockholder intends to bring before an annual meeting of stockholders no later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting; provided that, if the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Additionally, new Article I, Section 7 requires that the stockholder making the proposal or nomination (or a qualified representative of the stockholder) appear at the meeting to present the proposal or nomination.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Results of the Annual Meeting
The Company submitted to a vote of its security holders at its 2012 annual meeting of stockholders on May 22, 2012 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) an advisory vote to approve executive compensation; and (3) 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, 2012.
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: | 37,652,768 | ||||
| Withheld: | 3,766,828 | |||||
| Broker Non-Votes: | 3,098,722 | |||||
| Michael R. Giordano |
For: | 40,540,045 | ||||
| Withheld: | 879,551 | |||||
| Broker Non-Votes: | 3,098,722 | |||||
| L.P. Hsu |
For: | 39,347,435 | ||||
| Withheld: | 2,072,161 | |||||
| Broker Non-Votes: | 3,098,722 | |||||
| Keh-Shew Lu |
For: | 39,823,759 | ||||
| Withheld: | 1,595,837 | |||||
| Broker Non-Votes: | 3,098,722 | |||||
| Raymond Soong |
For: | 35,552,095 | ||||
| Withheld: | 5,867,501 | |||||
| Broker Non-Votes: | 3,098,722 | |||||
| John M. Stich |
For: | 39,717,572 | ||||
| Withheld: | 1,702,024 | |||||
| Broker Non-Votes: | 3,098,722 | |||||
| Michael K.C. Tsai |
For: | 39,077,805 | ||||
| Withheld: | 2,341,791 | |||||
| Broker Non-Votes: | 3,098,722 | |||||
2. Advisory Vote on 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 advisory vote to approve executive compensation are as follows:
| For: |
28,439,842 | |||||
| Against: |
11,190,926 | |||||
| Abstain: |
1,788,828 | |||||
| Broker Non-Votes: |
3,098,722 |
3. 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, 2012 are as follows:
| For: |
43,904,701 | |||||
| Against: |
578,149 | |||||
| Abstain: |
35,468 | |||||
| Broker Non-Votes: |
0 |
| Item 7.01 | Regulation FD Disclosure. |
On May 22, 2012, the Company held its 2012 annual meeting of stockholders. A copy of the presentation slides for the 2012 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 purpose. The Company believes that its stockholders should have access to, and that it is obligated to provide, 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 Exhibit 99.1 to the Company’s Form 8-K, filed on May 8, 2012, 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 8.01 | Other Events. |
Director Resignation Policy
On and effective March 20, 2012, the Board of Directors has amended the Company’s Corporate Governance Guidelines to include a Director Resignation Policy that can be found at Company’s corporate website at “Investors-Corporate Governance-Corporate Governance Guidelines.”
A copy of the Director Resignation Policy is filed herewith as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended Bylaws of Diodes Incorporated | |
| 99.1 | Presentation slides for the 2012 annual meeting of stockholders | |
| 99.2 | Director Resignation Policy | |
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: May 23, 2012 | DIODES INCORPORATED | |||||
| By | /s/ Richard D. White | |||||
| RICHARD D. WHITE | ||||||
| Chief Financial Officer | ||||||
Index to Exhibits
| Exhibit |
Description | |
| 3.1 | Amended Bylaws of Diodes Incorporated | |
| 99.1 | Presentation slides for the 2012 annual meeting of stockholders | |
| 99.2 | Director Resignation Policy | |
Exhibit 3.1
AMENDED
BY-LAWS
OF
DIODES INCORPORATED
(Amended as of May 21, 2012)
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of stockholders shall be held on a date (other than a legal holiday), which shall be designated by the Board of Directors. At such meetings Directors shall be elected, reports of the affairs of the corporation shall be considered and any other business may be transacted which is within the power of the stockholders.
Section 2. Special Meetings. Special meetings of the stockholders may be called at any time by the President of the corporation or by a majority of the Board of Directors and shall be called by the President or Secretary at the written request of stockholders entitled to cast a majority of the votes which all stockholders are entitled to cast at the particular meeting.
Section 3. Place of Meetings. Each annual or special meeting of stockholders shall be held at such time and place within or without the State of Delaware as shall be so designated by the Board of Directors.
Section 4. Notice of Stockholders’ Meetings. The notice of all meetings of stockholders shall be in writing and shall state the place, data and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of the Directors to be elected at such meeting and for the transaction of such other business
-1-
as is stated in the notice or shall properly come before the meeting. The notice of a special meeting shall state the purpose or purposes for which the meeting is called and the business to be transacted at the meeting.
A copy of the notice of each meeting of stockholders shall be given personally or by mail not less than ten (10) days nor more than (60) days before the date of the meeting to each stockholder entitled to vote at such meeting at his record address or at such other address as he may have furnished to the company for the purpose of notice.
The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjournment shall be given to each stockholder of record entitled to vote at the meeting.
When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
-2-
Section 5. Voting. Every stockholder entitled to vote at any election for Directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates and in such manner as he shall desire. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be declared elected. Whenever any corporate action other than the election of Directors is to be taken by vote of the stockholders it shall, except as otherwise required by law or by the Certificate of Incorporation, be authorized by a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon.
Every person entitled to vote shall have the right to do so either in person or by one or more agents authorized by written proxy executed by such person or his duly authorized agent and filed with the Secretary of the corporation. Telegraphed or cabled proxies shall be valid.
Where a form of proxy issued by the Company’s management provides that the proxy holders are authorized, in their discretion, to vote upon such other business as may properly come before the meeting, such authorization shall be deemed to include authority to appoint a substitute nominee or nominees to the slate of management nominees for directors where death, illness, or other circumstances arise which prevent any management nominee or nominees for directors from serving in such positions and to vote such proxy for such substitute nominee or nominees.
-3-
Section 6. Record Date. The Board of Directors shall have authority to fix in advance a date not exceeding sixty (60) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournments thereof, or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record at the close of business on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournments thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed aforesaid.
Section 7. Notice of Stockholder Business and Nominations.
(A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any committee thereof or (c) by any stockholder of the corporation who was a stockholder of record of the corporation at the time the notice provided for in this Section 7 is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 7.
-4-
(2) For any nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 7, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in
-5-
accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the By-Laws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right
-6-
shall be subject to settlement in underlying shares of capital stock of the corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the corporation, (v) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (vi) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination, and (vii) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements of this paragraph (A) of this Section 7 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish such other information as the corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.
-7-
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 7 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation at the annual meeting is increased effective after the time period for which nominations would otherwise be due under paragraph (A)(2) of this Section 7 and there is no public announcement by the corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 7 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.
(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof (or stockholders pursuant to Article I, Section 2 hereof) or (2) provided that the Board of Directors (or stockholders pursuant to Article I, Section 2 hereof) has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 7 is delivered to the Secretary of the corporation, who
-8-
is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 7. The proposal by stockholders of other business to be conducted at a special meeting of stockholders may be made only in accordance with Article I, Section 2 hereof. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 7 shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(C) General. (1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 7 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 7. Except as otherwise provided by law, the chairman of the meeting shall have the power
-9-
and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 7 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(vi) of this Section 7) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 7, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 7, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 7, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
(2) For purposes of this Section 7, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press
-10-
or other national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.
(3) Notwithstanding the foregoing provisions of this Section 7, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 7; provided however, that any references in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 7 (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this Section 7 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the penultimate sentence of (A)(2), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Section 7 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation.
ARTICLE II
DIRECTORS
Section 1. Qualification and Number; Vacancies. A Director need not be a stockholder, a citizen of the United States or a resident of the State of Delaware. The
-11-
number of directors which shall constitute the whole board shall not be less than five (5) nor more than seventeen (17). The first board shall consist of seven (7) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. Any Director may be removed for cause by the stockholders. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director.
Section 2. Election of Directors. The Directors shall be elected at each annual meeting of the stockholders, but if any such annual meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting of the stockholders held for that purpose. Each Director shall hold office until his successor has been elected or until his earlier death, resignation or removal.
Section 3. Time and Place of Meetings of the Board. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. An annual meeting of the Board of Directors for the election of officers and the transaction of such other business as may properly come before the meeting shall be held as soon as practicable after the annual meeting of stockholders or at such time and place as shall be fixed by the Directors. Regular meetings of the board of Directors may be held without notice at such time and at such place as shall from time to time be determined by resolution adopted by the majority of the Board. Special meetings of the Board of Directors may be called by the President, or on the written request of a majority of the Directors. Notice of special meetings of the Board of Directors stating the place, date and hour thereof shall be delivered to each Director at least three (3) days before the date of the meeting. Such notice need not state the purpose thereof.
-12-
Section 4. Quorum and Manner of Action. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, but if there shall be less than a quorum at any meeting of the Board, a majority of those present, or if only one be present, then such Director, may adjourn the meeting from time to time and the meeting may be held as adjourned without further notice. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.
Section 5. Remuneration of Directors. In addition to reimbursement for his reasonable expenses incurred in attending meeting or otherwise in connection with his attention to the affairs of the corporation, each Director as such, and as a member of any committee of the Board, shall be entitled to receive such remuneration as may be fixed from time to time by the Board.
Section 6. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of two (2) or more of the Directors of the corporation.
The Board of Directors may designate an Executive Committee consisting of such number of Directors, not less than five (5), as it may from time to time determine. The Executive Committee in intervals between the meetings of the Board shall have and exercise the powers of the Board in the management of the business and affairs of the corporation except the power to declare dividends and the power to adopt, amend or repeal By-Laws or the Certificate of Incorporation of the corporation. A majority of such committee shall constitute a quorum provided, however, that in the absence or
-13-
disqualification of any member of such committee the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absence or disqualified member.
Meetings of any committee shall be called by the Chairman of the Board or the President. Notice of such meetings shall state the place, date and hour thereof and shall be delivered to each member of the committee at least twenty-four (24) hours before the time of the meeting.
All committees shall keep minutes of their respective proceedings which shall be open to the inspection of the Directors and a report shall be made at each regular meeting of the Board of Directors concerning all actions of committees since the last preceding report.
Section 7. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Board or of such committee as the case may be and such written consent is filed with the minutes and proceedings of the Board or committee.
Section 8. Powers. Subject to limitations of the Certificate of Incorporation and the By-Laws and of the laws of the State of Delaware as to powers which are conferred upon or reserved to the stockholders, all corporate power shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors.
-14-
ARTICLE III
OFFICERS
Section 1. Election. The Board of Directors at its first meeting held after the annual meeting of stockholders in each year shall elect the Chairman of the Board, a President, a chief Executive Officer, one or more Vice Presidents, a Secretary, a Treasurer and may, in its discretion also appoint an Executive Vice President, Assistant Secretaries and Assistant Treasurers. Any two or more offices may be held by the same person, except that the office of President and the office of Secretary must be held by different persons.
Section 2. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall act as Chairman at and call to order all meetings of the stockholders and of the Executive Committee. The Chairman shall be a member of all committees appointed by the Board of Directors and shall be charged with the duty of determining that the policies of the Board of Directors are carried out in the administration of the corporation’s affairs and shall, for this purpose, confer with the President. The Chairman shall have the power on behalf of the corporation to enter into, execute and deliver all contracts, instruments, conveyances or documents and to affix the corporate seal thereto. He shall do and perform all acts and duties herein specified or which may be assigned to him from time to time by the Board of Directors.
Section 3. President. In the absence of the Chairman of the Board or his inability to act the President shall preside at all meetings of the stockholders and of the Board of Directors and of the Executive Committee. He shall, subject to the authority of the Board, have charge of the business and affairs of the corporation. The President shall be a member of all committees appointed by the Board of Directors and shall have the power, on behalf of the corporation, to enter into, execute or deliver all contracts, instruments, conveyances or documents and to affix the corporate seal thereto. He shall confer with the Chairman of the Board in respect to the administration of the policies of the Board.
-15-
Section 4. Vice Presidents. The Vice Presidents, including the Executive Vice President, shall have such duties as the Board of Directors may from to time to time designate and shall perform such duties under the general supervision of the President.
Section 5. Treasurer. The Treasurer shall receive all of the monies belonging to the corporation and shall forthwith deposit the same to the credit of the corporation in such financial institution as may be selected by the Board of Directors. He shall keep books of account and vouchers for all monies dispersed. He shall also perform such other duties as the Board of Directors may from time to time direct.
Section 6. Secretary. The Secretary shall keep minutes of the proceedings taken and the resolutions adopted at all meetings of the stockholders, the Board of Directors and the Executive committee and shall give due notice of the meetings of the stockholders, the Board of Directors and Executive Committee. He shall have charge of the seal and all books and papers of the corporation and shall perform all duties incident to his office. The Secretary shall keep such additional records and perform such other duties as may be assigned to him by these By Laws or by the Board of Directors.
The Secretary shall keep or cause to be kept at the principal office or at the office of the corporation’s Transfer Agent a Share Register or a duplicate Share Register showing the names of the stockholders of the corporation and their addresses, the number and classes of shares held by each, the number and date of certificates or evidence of uncertificated shares issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.
-16-
Section 7. Removal. Any officer may be removed at any time by a majority vote of the whole Board of Directors at any regular or special meeting of the board; provided, however, that no such removal can be made at any such meeting unless a written notice is served upon the Directors at least five (5) days before such meeting clearly stating that such removal will be brought up for consideration at such meeting.
Section 8. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the majority vote of the whole Board of Directors.
ARTICLE IV
INDEMNIFICATION OF OFFICERS, DIRECTORS
EMPLOYEES AND AGENTS
Section 1. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether, civil, criminal, administrative or investigative (other than an action by or in the right of this corporation) by reason of the fact that he is or was a director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere
-17-
or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of this corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. This corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of this corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of this corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of this corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to this corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such expenses which the Court of Chancery or such other court shall deem proper.
Section 3. To the extent that a director, officer, employee or agent of this corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him in connection therewith.
-18-
Section 4. Any indemnification under Section 1 and 2 (unless ordered by a court) shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.
Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by this corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by this corporation as authorized by this by-law.
Section 6. The indemnification provided in this by-law shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
-19-
Section 7. This corporation, when authorized by the Board of Directors, shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not this corporation would have the power to indemnify him against such liability under the provisions of this by-law.
ARTICLE V
SHARES OF STOCK
Section 1. Certificates for Stock. The shares of stock of the corporation may be certificated or uncertificated, as provided under Section 158 of the General Corporation Law of Delaware, and shall be entered in the books of the corporation and registered as they are issued. If the shares of stock are represented by certificates, such certificates shall be in such form as is consistent with the Certificate of Incorporation or applicable law. Every holder of stock in the corporation represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with
-20-
the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the share authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. If the shares of stock are uncertificated, within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth by Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of Delaware as applicable and any other statements required by General Corporation Law of Delaware, or with respect to Section 151 of the General Corporation Law of Delaware, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders or certificates representing stock of the same class and series shall be identical.
Section 2. Lost Certificates. A new certificate or uncertificated shares in place of any certificate shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an
-21-
affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or uncertificated shares in place of any certificate, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged, to have been lost, stolen, or destroyed.
Section 3. Transfers.
(a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates or evidence of uncertificated shares, for a like number of shares.
(b) The corporation shall have power to enter into and perform any agreement with any number or stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.
-22-
ARTICLE VI
MISCELLANEOUS
Section 1. (None)
Section 2. Fiscal Year. The fiscal year of this corporation shall commence on January 1 and end on December 31 of each year.
Section 3. Amendments. These By-Laws may be altered, amended or repealed at any meeting, by a vote of a majority of the Board of Directors, provided that notices of proposed amendments shall have been sent by mail to all the Directors not less than three days (3) before the meeting at which they are to be acted upon, or at any regular meeting of the Directors, by the unanimous vote of all the Directors present.
Section 4. Waiver of Notice. Any requirement of notice as set forth in these By-Laws shall be deemed waived by any Director, member of the Executive Committee or stockholder who signs a waiver of notice before or after a meeting or who attends any meeting without protesting (prior thereto or at its commencement) the lack of notice to him.
Section 5. Resignation. Any officer or Director may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Annual Reports. The Board of Directors shall cause an annual report to be sent to the shareholders not later than 120 days after the close of each fiscal year.
-23-
Exhibit 99.1
|
|
DIODES®
INCORPORATED
Investor Relations Presentation
Plano, TX
May 22, 2012
Page 2
Safe Harbor Statement
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’ 2Q 2012 Business Outlook, including revenue to range between $155 million to $164 million, or up 7 percent to 13 percent sequentially; margin to be 26 percent, plus or minus 2 percent; operating expense, (without consideration of any gain on sale of assets,) are expected to remain approximately flat with first quarter on a percent of revenue basis; income tax rate to range between 7 and 13 percent; and shares used to calculate GAAP EPS for the second quarter are anticipated to be approximately 47.2 million.
Potential risks and uncertainties include, but are not limited to, such factors as 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 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 release on May 8, 2012 titled, “Diodes Incorporated Reports First Quarter 2012 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).
DIODES®
INCORPORATED
Page 3
Management Representative
Dr. Keh-Shew Lu
President and CEO
President and CEO Since 2005
Director – Diodes 10 years
Texas Instruments 27 years
Experience:
Senior Vice President of TI Worldwide Analog and Logic
Senior Vice President of TI Worldwide Memory
President of Texas Instruments – Asia
Education:
Master’s Degree and Doctorate in Electrical Engineering
Texas Tech University
Bachelor’s Degree in Engineering National Cheng Kung University – Taiwan
DIODES®
INCORPORATED
Page 4
Company Representative
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
DIODES®
INCORPORATED
Page 5
About Diodes Incorporated
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.
DIODES®
INCORPORATED
Page 6
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.
DIODES®
INCORPORATED
Page 7
Significant Market Opportunity
2011 Total Semiconductor Market ($300 bn)
Opto
Discrete
Diodes’ SAM: $10 - $12 bn
Diodes’ SAM: $3 - $5 bn
Std Logic
Diodes’ SAM: $14 - $16 bn
Analog
Micro/Special
Memory
$23 bn
$21 bn
$19 bn
$42 bn
$61 bn
$134 bn
DIODES®
INCORPORATED
Page 8
Diodes Growth Strategy
Many Paths for Growth:
Product portfolio
Product arena
Product line expansion
Performance enhancement
Application space
Targeted end equipments
Broad customer base
Increased product coverage
Packaging breadth
Broad packaging portfolio Increased power density Small form factor
Application Space Packaging Capacity & Capability
Customer Base
Power Density
End Equipment Content
Miniaturization
Product Performance
Product Breadth
Product Portfolio
DIODES®
INCORPORATED
Page 9
Product Portfolio Progression
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 2006 2010
ANALOG
LOGIC
DISCRETE
DIODES®
INCORPORATED
Page 10
Performance Enhancement
SKY Rectifiers SBR® (Super Barrier Rectifiers) (Vb < 400v) DIODESTARTM Rectifiers
(Vb > 600v)
MOSFETs DIOFETTM (Low RDS(on), Vb < 100V) DIODESTARTM MOSFETs
(Ultra low RDS(on), Vb > 600V)
Bipolar LDO CMOS LDO Low Noise LDO
(Low power)
DC-DC DC-DC DC-DC
(Asynchronous) (Asynchronous, high current) (Synchronous, with low & high current)
Diodes’ product upgrade has expanded our SAM.
DIODES®
INCORPORATED
Page 11
Efficiency, Functionality and Control for Smart Phones
LCD Backlighting
LED Drivers Boost Converters Schottky Diodes
LED Flash Module
Camera Flash Drivers ZXMN series MOSFETs
LCD / OLED Display Bias
LCD Bias ICs OLED Bias ICs Schottky Diodes
Battery Power Management
USB Power Switches
Current Monitors Charger ICs
Low-Saturation Bipolar Transistors ZXMP series MOSFETs
GPS Antenna Detection
Current Monitors
RF Power Amplifier
Low Dropout Regulators
System Voltage Conversion
Low Dropout Regulators DC-DC Converters Schottky Diodes
Low-Saturation Bipolar Transistors
Flip / Slide Detection
Hall Effect Sensors Hall Effect Drivers
Keypad Backlighting
LED Drivers Boost Converters
Schottky Diodes
DIODES®
INCORPORATED
Page 12
Strong Relationships Drive LCD/LED TV Product Roadmaps
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
Antenna Tuner
DC-DC Converters
40V Schottkys
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
Audio Amplifier
Buck DC-DC Converters Schottky Diodes SBR
DIODES
INCORPORATED®
Page 13
Product Breadth and Performance for Computing Platforms
LCD / LED Backlighting
LED Drivers
Boost Converters Schottky Diodes
System Voltage Conversion
Low Dropout Regulators DC-DC Converters Schottky Diodes Low-Saturation BJT
Battery Power Management
Current Monitors Load Switches Low-Saturation BJT ZXMP series MOSFETs
Open / Close Detection
Hall Effect Sensors Hall Effect Drivers
Audio Amplifier
Buck DC-DC Converters Schottky Diodes Super Barrier Rectifiers
Wireless Connectivity
DC-DC Converters
Low Dropout Regulators
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
DIODES
INCORPORATED®
Page 14
Packaging Focus: Miniaturization and Power Efficiency
DFN0603-2
DFN1006-2
0.3mm DFN
0.4mm DFN
QFN 3~16 pin
SOD123/323
SOD-323F
SOT23F
SOD323F
SOT23/523 SC59
SOT143/SC82
SOT25/353
SOT26/363
SOT666
SOT953/963
TSOT23-3/5/6
TSSOP8
SOIC-8/14
MSOP8/10
QSOP16/20L
SOT89
SIP-3/4
SOT223
TO220/263/ ITO220S
TO252
PD-123/323
PM-III
PD-5 Power DI 5060
WL-CSP
SOLAR PowerDI-5SP
Power DI 3333
TSSOP14/16
DFN0806-3
Power DI 3030
Non-expose Pad
DFN1114-3 Pyramid Stack
DFN5060-4 Bridge
ITO220AC-S
Power DI 4040 Stack, Clip
E-CSP
Flip chip/Wafer Mold
DIODES
INCORPORATED®
Page 15
Packaging Focus: Miniaturization and Power Efficiency
Miniaturization
DFN 0603-2 Possibly the smallest Discrete semiconductor package.
Power Efficiency
Compared to a TO252, the PowerDI®5 package delivers twice the power density from a 55% smaller footprint.
0,62 mm
0,30 mm 0,32 mm
DIODES
INCORPORATED®
PowerDI®5
TO252
DIODES
INCORPORATED®
Page 16
Efficient Manufacturing + Superior Processes
Packaging
Shanghai-based packaging with capacity approximately 28 billion units
Flexible and optimized manufacturing process = low packaging cost
Additional packaging facilities in Neuhaus, Germany and JV in Chengdu, China
Wafer Fabs
Bipolar process technology for discrete and ICs
High volume 5” and 6” wafer fab in Kansas City, Missouri for discretes
6” Wafer fab in Oldham, United Kingdom
Strong engineering capabilities
Economies of Scale: Production Units in Shanghai (bn)
30 28 26 24 22 20 18 16 14 12 10 8 6 4 2 0
Capex Model = 10% - 12% of Revenue
1.3bn 2.1bn 3.4bn 5.4bn 8.2bn 11.8bn 15.4bn 16.7bn 20.3bn 16.0bn 23.2bn 27.8bn 25.3bn
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
DIODES
INCORPORATED®
Page 17
Collaborative Customer Relationships
OSRAM Hisense tyco Quanta SHINKO BOSE LAB126 DELPHI FUNAI
Huawei Technologies SAGEM Apple RADIANCE ECHOSTAR intel QUALCOMM LITEON wistron
MOTOROLA SHARP EMC power CBC SAMSUNG SIEMENS AMD Schneider Electric DELTA
NOVATEL WIRELESS Microsoft LG Electronics DELL NVIDIA PHILIPS HELLA FLEXTRONICS ZTE
Panasonic Roche BOSCH BOSCH CMO Haier CELESTICA CISCO SYSTEM AMTRAN EMERSON Pace LEXMARK
Continental BROADCOM. AUO BRAUN HARMAN Honeywell HTC Inventec RIM
COMPAL ELECTRONICS, INC. MURATA Innovator in Electronics GE Hon Hai technicolor Jabil CIRCUIT Skyworth CREE SANMINA
DIODES INCORPORATED®
Page 18
Outperforming the Industry
Annual Revenue Growth Rates
70% 60% 50% 40% 30% 20% 10% 0% -10% -20%
2003 to 2011 Growth Diodes Inc.: 21 % SAM Industry: 4.4%
18.2% 8.1% 35.60% 18.1% 15.6% -3.3% 59.9% 13.5% 16.9% -0.5% 8.0% -1.3% 4.0% -12.2% 41.1% 34.4% 3.6% -6.2%
2003 2004 2005 2006 2007 2008 2009 2010 2011
DIODES INCORPORATEDTM
Industry (Discrete + Analog)
*Acquisition Years
DIODES INCORPORATED®
Revenue Growth
( In millions )
700 600 500 400 300 200 100 0
2003 - 2011 (CAGR: 21%)
137186215343401433434613+41%635+3.6%
2003 2004 2005 2006 2007 2008 2009 2010 2011
DIODES INCORPORATED®
Page 20
Revenue Profile – 1Q2012
By Channel
Distribution 48% 52% OEM/EMS
By Region
Asia Pacific 77%
Europe 12%
North America 11%
By Segment
Consumer 34%
Communications 16%
Computing 26%
Industrial 20%
Automotive 4%
DIODES INCORPORATED®
Page 21
First Quarter 2012 Financial Performance
(In millions $ except per share) 1Q11 4Q11 Y/Y Q/Q
1Q12
Revenue $161.6 $143.3 $144.7 ($16.9) $1.4
Revenue Growth (10.5%) 1.0%
Gross Profit $57.4 $35.5 $33.7 ($23.7) ($1.8) Gross Margin % 35.5% 24.8% 23.3% (1220bp) (150bp) Operating Profit $28.3 $5.0 $5.5 ($22.8) $0.5
Net Income $19.7 $3.1 $4.9 ($14.8) $1.8 Earning per Share (Diluted) $0.42 $0.07 $0.10 ($0.32) $0.03 Cash Flow from Operations $15.7 ($3.0) $13.4 ($2.3) $16.4 EBITDA(Non-GAAP) $41.1 $19.7 $21.2 ($19.9) $1.5
DIODES INCORPORATED®
DIODES INCORPORATED®
Thank you
Smart Money
THE WALL STREET JOURNAL
20TH ANNIVERSARY ISSUE
Diodes was named one of the 10 Best Stocks of the Past 20 Years – March 2012
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
Exhibit 99.2
DIODES INCORPORATED
CORPORATE GOVERNANCE GUIDELINES
| J. | Director Resignation Policy |
1. Promptly following the receipt of the final report from the inspector of election relating to an election of directors (other than elections in which the number of nominees exceeds the number of directors to be elected), any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election, will tender his or her resignation for consideration by the Board. Subject to paragraphs 3 and 4 below, the Governance and Stockholder Relations Committee (the “Governance Committee”) will meet to consider the tendered resignation and make a recommendation to the Board concerning the action, if any, to be taken with respect to the resignation.
2. The Board will consider and act upon the Governance Committee’s recommendation within 90 days of certification of the vote at the annual meeting. In considering the resignation, the Governance Committee and the Board will consider all factors they deem relevant, including, without limitation, the underlying reason for the vote result, if known, the director’s contributions to the Company during his or her tenure, and the director’s qualifications. The Board may accept the resignation, refuse the resignation, or refuse the resignation subject to such conditions designed to cure the underlying cause as the Board may impose.
3. Subject to paragraph 4 of this Director Resignation Policy, any director nominee who tenders a resignation pursuant to the foregoing policy will not participate, as a member of either the Governance Committee or of the Board, in any deliberations concerning his or her resignation or the resignation of any other director nominee who similarly tendered his or her resignation by virtue of the vote at the same annual meeting of stockholders. If with respect to the same annual meeting of stockholders a majority of the members of the Governance Committee are required to tender their resignation pursuant to this policy, then, provided that there are at least two directors on the Board who the Board has determined to be “independent” pursuant to this policy and who are not required to tender their resignations in connection with the same annual meeting of stockholders (the “Non-Tendering Directors”), the Board will establish an ad hoc committee comprised of Non-Tendering Directors, and such committee will assume the role of the Governance Committee with respect to the tendered resignations. Notwithstanding the foregoing, if there are not at least two Non-Tendering Directors on the Board in connection with an annual meeting of stockholders, then the Board will consider the tendered resignations without the prior recommendation of a Board committee.
-1-
4. Notwithstanding anything to the contrary in this Director Resignation Policy, if the only directors who are not required to tender their resignations pursuant to these guidelines in connection with the same annual meeting of stockholders constitute three or fewer directors, then all the independent directors on the Board will participate in the Board’s consideration of whether to accept or reject the tendered resignations (whether the Board’s consideration follows a prior recommendation of the Governance Committee or a committee of Non-Tendering Directors or whether there is no Board committee involvement pursuant to paragraph 3 above), provided that a director will not participate in deliberations concerning his or her own resignation.
5. Within four business days of the decision regarding the tendered resignation, the Company will file with the SEC a report on Form 8-K disclosing the decision with respect to the resignation, describing the deliberative process and, if applicable, the specific reasons for rejecting the tendered resignation.
-2-