DIODES INCORPORATED (NASDAQ:DIOD) Files An 8-K Submission of Matters to a Vote of Security Holders

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DIODES INCORPORATED (NASDAQ:DIOD) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07

Submission of Matters to a Vote of Security Holders.

Results of the Annual Meeting

Diodes Incorporated (the Company) submitted the following matters
to a vote of its security holders at its 2017 annual meeting of
stockholders on May 16, 2017, each of which is described in more
detail in the Companys proxy statement filed with the Securities
and Exchange Commission on April 5, 2017 : (1) the election of
seven persons to the Board of Directors of the Company (the
Board), each to serve until the next annual meeting of
stockholders and until their respective successors have been
elected and qualified; (2) the approval of an amendment and
restatement of the 2013 Equity Incentive Plan and to re-approve
the material terms of the performance goals of the 2013 Equity
Incentive Plan; (3) the approval of the compensation of the
Companys named executive officers on an advisory basis; (4)
Frequency of Advisory Vote on Executive Compensation; and (5) the
ratification of the appointment of Moss Adams LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017.

The results set forth below represent the final voting results as
certified by the Inspector of Elections.

1. Election of Directors

The stockholders elected the following seven directors: C.H.
Chen, Michael R. Giordano, Keh-Shew Lu, Raymond Soong, John M.
Stich, Christina Wen-chi Sung and Michael K.C. Tsai. The final
results of the number of votes cast for and withheld, as well as
the number of broker non-votes, as to each nominee for the Board
are as follows:

C.H. Chen

For:

36,514,935.5

Withheld:

7,319,070.0

Broker Non-Votes:

2,408,246.0

Michael R. Giordano

For:

42,600,894.5

Withheld:

1,233,111.0

Broker Non-Votes:

2,408,246.0

Keh-Shew Lu

For:

43,352,106.5

Withheld:

481,899.0

Broker Non-Votes:

2,408,246.0

Raymond Soong

For:

31,032,012.5

Withheld:

12,801,993.0

Broker Non-Votes:

2,408,246.0

John M. Stich

For:

42,293,322.5

Withheld:

1,540,683.0

Broker Non-Votes:

2,408,246.0

Christina Wen-chi Sung

For:

43,638,961.5

Withheld:

195,044.0

Broker Non-Votes:

2,408,246.0

Michael K.C. Tsai

For:

43,244,735.5

Withheld:

589,270.0

Broker Non-Votes:

2,408,246.0

2.Approval of Amendment and Restatement of 2013 Equity Incentive
Plan

The final results of the number of votes cast for and against, as
well as the number of abstentions and broker non-votes, as to the
approval of an amendment and restatement of the 2013 Equity
Incentive Plan, and to re-approve the material terms of the
performance goals of the 2013 Equity Incentive Plan, are as
follows:

For:

38,163,168.5

Against:

5,655,757.0

Abstain:

15,080.0

Broker Non-Votes:

2,408,246.0

3. Approval of Executive Compensation

The final results of the number of votes cast for and against, as
well as the number of abstentions and broker non-votes, as to the
approval of the compensation of the Companys named executive
officers on an advisory basis are as follows:

For:

42,872,967.5

Against:

925,835.0

Abstain:

35,203.0

Broker Non-Votes:

2,408,246.0

4.Frequency of Advisory Vote on Executive Compensation

The final results of the number of votes cast for one year, two
years and three years, as well as the number of abstentions, as
to the advisory vote on the frequency of the advisory vote on
executive compensation are as follows:

One year:

36,473,997.5

Two years:

63,658.0

Three years:

7,218,892.0

Abstain:

77,458.0

Broker Non-Votes:

2,408,246.0

5. Ratification of Appointment of Independent Registered Public
Accounting Firm

The final results of the number of votes cast for and against, as
well as the number of abstentions and broker non-votes, as to the
ratification of the appointment of Moss Adams LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017 are as follows:

For:

46,073,662.5

Against:

145,207.0

Abstain:

23,382.0

Broker Non-Votes:

Board Decision on Frequency of Advisory Vote on Executive
Compensation

In the vote on the frequency of the advisory vote on executive
compensation at the 2017 annual meeting of stockholders, the
frequency receiving the greatest number of votes was one year. In
light of the voting result, the Board has approved the Company
holding the stockholder advisory vote on the compensation of the
Companys named executive officers every year in connection with
the Companys annual meeting of stockholders until the next
required vote on the frequency of the advisory vote on executive
compensation. The Company is required to hold a vote on the
frequency of the advisory vote on executive compensation every
six years.


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).

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