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): January 15, 2021

DIODES INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (972) 987-3900

Not Applicable

(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 (see General Instructions A.2. below):

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.  ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On January 15, 2021 the Board of Directors (the “Board”) of Diodes Incorporated (the “Company”) elected Angie Chen Button to the Board effective April 1, 2021.

Ms. Button is a Certified Public Accountant and a retired finance and marketing manager with over 30 years at Texas Instruments.  Ms. Button currently has served as a member of the Texas House of Representatives. Following Ms. Button’s appointment, the Board will be comprised of eight directors, two of whom are female.  Ms. Button is not being assigned to any committees of the Board until she is elected to the Board at the Company’s shareholder meeting, currently scheduled to be held in May 2021.  After Ms. Button is elected to the Board by the shareholders, she will be assigned to work on one or more committees. From the time of her appointment to the Board, until she is elected to the Board by the shareholders, Ms. Button’s compensation will be $7,000. In addition, Ms. Button is entitled to the standard compensatory agreement and arrangements for non-employee directors described under the caption “Corporate Governance and Compensation of Directors” in the Company’s proxy statement 2020 annual meeting of stockholders.

Ms. Button qualifies as an independent director under the corporate governance standards of Nasdaq and the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Ms. Button was not appointed to the Board pursuant to any arrangement or understanding with any other person. Ms. Button has no family relationships with any director or executive officer of the Company and there are no transactions in which Ms. Button has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On March 9, 2021, the Company issued a press release announcing the election of Ms. Angie Chen Button to its Board. A copy of the press release is furnished as Exhibit 99.1.

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 Form 8-K. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that the information in this Item 7.01 is material information that is not otherwise publicly available.

(d) Exhibits.

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.