DIODES INCORPORATED (NASDAQ:DIOD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2018 Executive Bonuses

On February 18, 2019, the Compensation Committee of the Board of Directors (the “Committee”) of Diodes Incorporated (the “Company”) approved the payment of a cash bonus to certain executive officers of the Company for their services rendered in fiscal 2018 to an executive bonus formula adopted by the Committee on February8, 2018.

The cash bonus for each executive is based on a multiple of that executive’s salary and consists of two components: a Company-wide performance component which accounts for 80% of the bonus; and an individual performance component which accounts for 20% of the bonus. The Company-wide performance component is based on achievement of a revenue target and anon-GAAPearnings per share target, which are weighted 20% and 80%, respectively. The performance targets were to reflect stock holder objectives of profitability, growth and revenue. The individual performance component is based on the Committee’s assessment of the individual’s overall performance.

If the Company achieves the Company-wide performance targets and the executive achieves his individual performance objectives, the executive will be entitled to receive 50% of his target bonus. Achievement of 80% of the performance targets would result in a bonus equal to 50% of the target bonus, and achievement of 120% of the performance targets would result in a bonus of 200% of the target bonus. Achievement of less than 80% of the performance targets would result in the payment of no bonus, and achievement of more than 120% of the performance targets would not result in the payment of a bonus of more than 200% of the target bonus.

In December 2018, based upon (1)the unaudited results of operations of the Company for the nine months ended September30, 2018, (2) the projected results of operations of the Company for the three months ended December 31, 2018, and (3)the performance of each executive officer toward their individual performance objectives, the Committee approved the payment of 80% of such target bonuses on or before December31, 2018. On February 18, 2019, the Committee, based on the actual performance of the Company and performance of individual objectives determined the actual bonuses to which each executive officer was entitled for fiscal 2018 and approved the payment of the balance of the bonuses after the filing of the Company’s 2018 Annual Report on Form 10-K.

For 2018, the Committee awarded cash bonuses to the Company’s principal executive officer, principal financial officer, and two other most highly compensated executive officers (collectively, “NEOs”) as follows:

About DIODES INCORPORATED (NASDAQ:DIOD)

Diodes Incorporated is a global manufacturer and supplier of application-specific standard products within the discrete, logic, analog and mixed-signal semiconductor markets, serving the consumer electronics, computing, communications, industrial and automotive markets. The Company’s products include diodes; rectifiers; transistors; metal-oxide semiconductor field-effect transistors (MOSFETs); protection devices; amplifiers and comparators; Hall-effect and temperature sensors, and power management devices, including light emitting diode (LED) drivers, alternating current (AC)-direct current (DC) and DC-DC switching, linear voltage regulators and voltage references, along with special function devices, such as universal serial bus (USB) power switches, load switches, voltage supervisors and motor controllers. It also holds interests in Pericom Semiconductor Corporation, which designs, develops and markets integrated circuits (ICs) and frequency control products (FCPs).