UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. |
(e)
On January 17, 2024, Diodes Incorporated (the “Company”) and Dr. Keh-Shew Lu, the Company’s Chairman and Chief Executive Officer (the "Employee), entered into Amendment No. 3 ("Amendment") to the Employment Agreement between the Company and the Employee dated as of July 21, 2015 ("Employment Agreement"), with an effective date of January 2, 2024.
The Amendment amended the Employment Agreement to reflect, among other things, the following changes:
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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Dated: January 22, 2024 |
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DIODES INCORPORATED |
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By |
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/s/ Brett R. Whitmire |
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Brett R. Whitmire |
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Chief Financial Officer |
Exhibit 99.1
AMENDMENT #3 TO EMPLOYMENT AGREEMENT
This Amendment #3 (“Amendment”), effective as of January 2, 2024 (“Effective Date”) and executed on January 17, 2024, is to the Employment Agreement dated July 21, 2015, as amended on February 22, 2017 and May 31, 2022 (collectively, “Agreement”), by and between Diodes Incorporated, a Delaware corporation (“Company”), with its principal place of business at 4949 Hedgcoxe Road, Suite 200, Plano, TX 75024, and Dr. Keh-Shew Lu, an individual (“Employee”).
WITNESSETH:
WHEREAS, as of the Effective Date, Employee no longer serves as President of the Company;
WHEREAS, the Company and the Employee desire to modify certain provisions of the Agreement;
WHEREAS, this Amendment satisfies the conditions for amending the Agreement provided under Section 4.5 of the Agreement; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
“an annual base salary of $740,000, subject to such periodic changes, if any, as the Board of Directors may determine, less any applicable deduction therefrom for income tax or other applicable withholdings, payable in accordance with the Company’s standard practices and procedures;”
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IN WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to be duly executed and delivered.
COMPANY |
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EMPLOYEE |
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/s/ Brett R. Whitmire |
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/s/ Dr. Keh-Shew Lu |
Chief Financial Officer |
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Dr. Keh-Shew Lu |
Diodes Incorporated |
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