UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

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Preliminary Proxy Statement

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Proxy Statement

 

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Definitive Additional Materials

 

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Soliciting Material under Rule 14a-12

DIODES INCORPORATED

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

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(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

      

 

 

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

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DIODES INCORPORATED

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be held on May 26, 2015

You are receiving this communication because you hold shares in Diodes Incorporated. This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy materials online, go to www.proxydocs.com/diod. To submit your proxy while visiting this site, you will need the 12 digit control number in the box below.

 

 

 

Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper form. Proxy materials can be distributed by making them available on the Internet. We have chosen to use these procedures for our 2015 Annual Meeting and need YOUR participation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive the proxy materials in time for this year’s annual meeting, please make this request on or before May 16, 2015 to facilitate timely delivery.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For a Convenient Way to VIEW Proxy Materials

_ and _

VOTE Online go to: www.proxydocs.com/diod

 

 

 

Proxy Materials Available to View or Receive:

1. Notice and Proxy Statement 2. Annual Report

Printed materials may be requested by one of the following methods:

 

 

 

 

 

You must use the 12 digit control number
located in the shaded gray box below.

If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material.

 

 

 

 

 

 

 

ACCOUNT NO.

SHARES

 

 

 

 

 

Diodes Incorporated Notice of Annual Meeting

 

Date:

 

Tuesday, May 26, 2015

Time:

 

11:00 a.m., Eastern Time

Place:

 

Hilton Times Square Hotel

 

 

234 West 42nd Street,

 

 

New York, New York 10036

The purpose of the Annual Meeting is to take action on the following proposals:

The Board of Directors recommends that you vote “FOR” the following:

 

 

1.

Election of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nominees:

01 

C.H. Chen

03 

L.P. Hsu

05 

Raymond Soong

07 

Michael K.C. Tsai

 

 

 

02 

Michael R. Giordano

04 

Keh-Shew Lu

06 

John M. Stich

 

 

 

The Board of Directors recommends that you vote “FOR” the following proposals 2 and 3:

 

 

2.

Approval of Executive Compensation. To approve, on an advisory basis, the Company’s executive compensation.

 

 

 

 

 

 

 

 

 

 

 

 

3.

Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

 

To transact such other business as may properly come before the annual meeting of the stockholders of Diodes Incorporated or any adjournment or postponement thereof.

 

For information on the requirements for attending the Annual Meeting in person and voting your shares, please see the information on pages 2 to 3 of the Proxy Statement. You must bring this communication and a photo identification with you if you plan to attend in person.