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

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

Item5.02.

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

Amendment to Employment Agreement with Dr.Keh-Shew
Lu

On February22, 2017, Diodes Incorporated (the Company) and
Dr.Keh-Shew Lu, the Companys President and Chief Executive
Officer, entered into Amendment No.1 (the Amendment) to the
Employment Agreement between the Company and Dr.Lu dated as of
July21, 2015. The Amendment reflects the replacement of
Performance Stock Units covering 700,000 shares of the Companys
common stock granted to Dr.Lu on July21, 2015 with Performance
Stock Units covering 62,905 shares, all to the Companys 2013
Equity Incentive Plan (the Incentive Plan).

The foregoing summary does not purport to be a complete summary
of the Amendment and is qualified in its entirety by reference to
the Amendment, a copy of which is filed herewith as Exhibit
99.1 and is incorporated herein by reference.

2017 Executive Salaries

On February21, 2017, the Committee established the base salaries
of the Companys principal executive officer, principal financial
officer and three other most highly compensated executive
officers (collectively, the NEOs) effective March6, 2017 as
follows:

Name		Position		BaseSalary
Dr.Keh-Shew Lu		President and Chief Executive Officer		$	660,750
Richard D. White		Chief Financial Officer and Secretary			401,200
Mark A. King		Senior Vice President Sales and Marketing			388,300
Edmund Tang		Vice President Corporate Administration			362,050
Francis Tang		Vice President Worldwide Discrete Products			354,300

2016 Executive Bonuses

On February21, 2017, the Compensation Committee of the Board of
Directors of the Company (the Committee) approved the payment of
a cash bonus to certain executive officers of the Company for
their services rendered in fiscal 2016 to an executive bonus
formula adopted by the Committee on February26, 2016.

The executive bonus formula established the target bonus for each
executive officer based on (1)the growth in the Companys revenues
compared to that of its serviceable area market (SAM) (excluding
Japan) in fiscal 2016 and (2)the growth in the Companys net
income in fiscal 2016 compared to that of the prior year. Each
executive officer would be entitled to receive a
performance-based bonus equal to 70% of the target bonus
determined by the executive bonus formula, and the remaining 30%
of each target bonus would be distributed among the executive
officers in the discretion of the Compensation Committee. No
bonus would be paid if the Companys actual revenue growth and net
income were less than 80% of the prior years performance.

In December 2016, based upon (1)the unaudited results of
operations of the Company for the nine months ended September30,
2016, (2)the performance of the SAM (excluding Japan) for the ten
months ended October31, 2016 compared to 2015, (3)the projected
results of operations of the Company and change in the SAM for
November and December 2016, (4)the workload and area of
responsibilities of each executive officer, and (5)the
accomplishments and contributions of each executive officer to
the achievement of the Companys financial and strategic
objectives in 2016, the Committee estimated the performance-based
and discretionary bonuses to which each executive officer was
entitled for fiscal 2016 and approved the payment of 80% of such
bonuses on or before December31, 2016. On February21, 2017, the
Committee, based on the actual performance of the Company and its
SAM for fiscal 2017, determined the actual bonuses to which each
executive officer was entitled for fiscal 2017 and approved the
payment of the balance of the bonuses.

For 2016, the Committee awarded cash bonuses to the NEOs as
follows:

Name		Position		Performance Based			Discretionary			Total
Keh-Shew Lu		President and Chief Executive Officer		$	512,000			$	128,000			$	640,000
Richard D. White		Chief Financial Officer and Secretary			112,000				43,100				215,000
Mark A. King		Senior Vice President Sales and Marketing			172,400				28,000				140,000
Edmund Tang		Vice President Corporate Administration			112,000				36,000				180,000
Francis Tang		VicePresidentWorldwide Discrete Products			144,000				28,000				140,000

2017 Executive Bonuses

On February21, 2017, the Committee also established the
performance targets and objectives for cash bonuses for certain
executive officers for services rendered in fiscal 2017.

The cash bonus for each executive is based on a multiple of that
executives 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 a non-GAAP earnings per share
target, which are weighted 70% and 30%, respectively. The
performance targets were selected from a stockholder-approved
list. The individual performance component is based on
achievement of individual objectives.

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 and individual
objectives would result in a bonus equal to 50% of the target
bonus, and achievement of 120% of the performance targets and
individual objectives would result in a bonus of 200% of the
target bonus. Achievement of less than 80% of the performance
targets and individual objectives would result in the payment of
no bonus, and achievement of more than 120% would not result in
the payment of a bonus of more than 200% of the target bonus.

The table below sets forth the target bonus award for the NEOs as
a percentage of each executives salary:

Name		Position		Performance IncentiveTargetasa PercentageofSalary
Dr.Keh-Shew Lu		President and Chief Executive Officer
Richard D. White		Chief Financial Officer and Secretary
Mark A. King		Senior Vice President Sales and Marketing
Edmund Tang		Vice President Corporate Administration
Francis Tang		Vice President Worldwide Discrete Products

2017 Long-term Incentive (LTI)

On February21, 2017, the Committee also granted long-term
incentive (LTI) awards for certain executive officers for
services rendered in fiscal 2017.

Each LTI award consists of restricted stock units (RSUs) which
vest over four years and performance stock units (PSUs) which
contain a time vesting requirement of four years and performance
vesting condition in which the PSUs will vest upon the Company
achieving a cumulative 3-year non-GAAP operating income
target of $204.6million.

If the Company
achieves the performance target, the executive will be entitled
to receive his target PSUs. Achievement of 80% of the performance
target (the threshold) would result in the vesting of 50% of the
target PSUs, and achievement of 120% of the performance target
(the maximum) would result in the vesting of 200% of the target
PSUs. Achievement of less than 80% of the performance target
would result in the vesting of no PSUs, and achievement of above
120% of the performance target would not result in the vesting of
more than 200% of the target PSUs. Achievement of between the
threshold and the target, and between the target and the maximum,
would result in the vesting of a prorated number of PSUs.

The table below
sets forth the number of RSUs and the target PSUs for the
NEOs:

Name		Position		Restricted StockUnits (Shares)			Performance StockUnits (Shares)
Dr.Keh-Shew Lu		President and Chief Executive Officer			62,905				62,905
Richard D. White		Chief Financial Officer and Secretary			19,861				19,861
Mark A. King		Senior Vice President Sales and Marketing			20,332				20,332
Edmund Tang		Vice President Corporate Administration			7,583				7,583
Francis Tang		Vice President Worldwide Discrete Products			18,214				18,214

There is no
assurance that the Company will achieve the performance incentive
targets and objectives established by the Committee in any fiscal
year. Forms of the Restricted Stock Unit Award and the
Performance Stock Unit Award are attached as Exhibits 99.1 and
99.2.

Item9.01
Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number		Description
99.1		Amendment No.1 to Employment Agreement, between Diodes Incorporated and Dr.Keh-Shew Lu, effective as of February22, 2017
99.2		Form of Restricted Stock Unit Award
99.3		Form of Performance Stock Unit Award

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). DIODES INCORPORATED (NASDAQ:DIOD) Recent Trading Information
DIODES INCORPORATED (NASDAQ:DIOD) closed its last trading session up +0.07 at 24.91 with 149,356 shares trading hands.