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): May 4, 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.  ☐

On May 4, 2021, C.H. Chen resigned as the chair and member of the Governance and Stockholder Relations Committee (the “Committee”) of the board of directors of Diodes Incorporated (the “Company”)   Mr. Chen will continue to serve on the Company’s board of directors and will stand for reelection at the Company’s annual meeting of stockholders to be held on May 24, 2021.  Michael Tsai, an independent director who currently serves as Diodes’ Lead Director and as a member of the Committee has been appointed Chairman of the Committee to replace Mr. Chen.

A replacement to fill Mr. Chen’s position on the Committee will be appointed after the Company’s annual meeting of stockholders to be held on May 24, 2021.  The board member to be appointed to the Committee will be an independent director.

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.