UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material under Rule 14a-12 | |
DIODES INCORPORATED
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
| |||
| (2) | Aggregate number of securities to which transaction applies:
| |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| (4) | Proposed maximum aggregate value of transaction:
| |||
| (5) | Total fee paid:
| |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid:
| |||
| (2) | Form, Schedule or Registration Statement No.:
| |||
| (3) | Filing Party:
| |||
| (4) | Date Filed:
| |||
Diodes Incorporated to Hold Annual Meeting of Stockholders and
Preside Over NASDAQ Opening Bell Ceremony on
May 26, 2015
Plano, Texas – April 16, 2015 – Diodes Incorporated (Nasdaq: DIOD), a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic and analog semiconductor markets, today announced that it will hold its Annual Meeting of Stockholders on Tuesday, May 26, 2015 starting at 11:00 a.m. (Eastern Time) after presiding over the NASDAQ Opening Bell Ceremony at 9:30 a.m. (Eastern Time) at the NASDAQ MarketSite. The Annual Meeting of Stockholders will be conducted at the Hilton Times Square Hotel, located at 234 West 42nd Street, New York, NY. Diodes’ President and Chief Executive Officer, Dr. Keh-Shew Lu, and Chief Financial Officer, Richard D. White, will chair the meeting and provide a brief presentation.
In accordance with the United States Securities and Exchange Commission’s Notice and Access rule, on April 16, 2015, Diodes made available the “Notice of Internet Availability of Proxy Materials” to its stockholders based on a record date of April 1, 2015 and furnished proxy materials via the Internet. Diodes will provide a printed set of proxy materials by mail to any stockholder upon request. Stockholders may obtain hard copies of Diodes’ proxy materials free of charge by following the instructions provided on its website at http://investor.diodes.com under “Proxy Materials & Annual Reports.”
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s SmallCap 600 and Russell 3000 Index company, is a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic and analog semiconductor markets. Diodes serves the consumer electronics, computing, communications, industrial, and automotive markets. Diodes’ products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors; power management devices, including LED drivers, AC-DC converters and controllers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. Diodes’ corporate headquarters and Americas’ sales office are located in Plano, Texas. Design, marketing, and engineering centers are located in Plano; San Jose, California; Taipei, Taiwan; Manchester, England; and Neuhaus, Germany. Diodes’ wafer fabrication facilities
are located in Kansas City, Missouri and Manchester, with two additional facilities located in Shanghai, China. Diodes has assembly and test facilities located in Shanghai and in Chengdu, China, as well as in Neuhaus and Taipei. Additional engineering, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Manchester; Shanghai; Shenzhen, China; Seongnam-si, South Korea; and Munich, Germany, with support offices throughout the world. For further information, including SEC filings, visit Diodes’ website at www.diodes.com.
###
| Company Contact: | Investor Relations Contact: | |
| Diodes Incorporated | Shelton Group | |
| Laura Mehrl | Leanne K. Sievers | |
| Director of Investor Relations | EVP, Investor Relations | |
| P: 972-987-3959 | P: 949-224-3874 | |
| E: laura_mehrl@diodes.com | E: lsievers@sheltongroup.com |
|
|
DIODES INCORPORATED ANNUAl MEETING TO BE HELD ON 05/26/15 AT 11:00 A.M. EDT FOR HOLDERS AS OF 04/01/15 * ISSUER CONFIRMATION COPY - INFO ONLY * 3 1-0001 THIS FORM IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. PLEASE DO NOT USE IT FOR VOTING PURPOSES. 254543101 DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE FOLLOWING NOMINEES 1. - 01-C.H. CHEN,02-MICHAEL R. GIORDAN0,03-L.P. HSU,04-KEH-SHEW LU, 05-RAYMOND SOONG,06-JOHN H. STICH,07-MICHAEL K.C. TSAI (1010100 2. *- TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE --------->>> COMPENSATION. 3. - TO RATIFY THE APPOINTMENT OF MOSS ADAMS LLP AS THE COMPANY’S ------>>> INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. *NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. *NOTE* IN ORDER TO HAVE YOUR SHARES VOTED, YOUR INSTRUCTIONS MUST BE RECEIVED NO LATER THAN MAY 25, 2015 AT 11:59 P.M. EDT. MNOTEM CUMULATIVE VOTING IS ALLOWED IN VOTING FOR THE ELECTION OF DIRECTORS. PLEASE CONTACT US IF YOU HAVE ANY QUESTIONS OR WISH TO CUMULATE YOUR SHARES OR PROVIDE US WITH SEPARATE WRITTEN INSTRUCTIONS. DO NOT INDICATE YOUR INSTRUCTIONS ON THE FORM ATTACHED CSEE THE PROXY STATEMENT). MATERIALS ELECTION As of July 1, 2007, SEC rules permit companies to send you a Notice indicating that their proxy materials are available on the Internet and how you can request a mailed copy. Check the box to the right if you want to receive future proxy materials by mail at no cost to you. Even if you do not check the box, you will still have the right to request a free set of proxy materials upon receipt of a Notice. VIF11H FOR ---»> 2. 0029440 FOR ---»> 3. 0010200 -->>> IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON 05/26/15 FOR DIODES INCORPORATED THE FOLLOWING MATERIAL IS AVAILABLE AT WWW.PROXYVOTE.COM ANNUAL REPORT PROXY STATEMENT 2 -I -s DIRECTORS (MARK “X” FOR ONLY ONE BOX) FOR ALL NOMINEES WITHHOLD ALL NOMINEES WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE. WRITE NUMBER(S) OF NOMINEE(S) BELOW. USE NUMBER ONLY FOR AGN ASS 0 0 0 FOR PLEASE INDICATE YOUR PROPOSAL SELECTION BY FIRMLY PLACING AN “X” IN THE APPROPRIATE NUMBERED BOX WITH BLUE OR BLACK INK SEE VOTING INSTRUCTION NO 0 ON REVERSE A/CAGN AsS 254543101 0 0 0 2 PLACE “X” HERE IF YOU PLAN TO ATTEND AND VOTE YOUR SHARES AT THE MEETING FOR 0 ~ Broadridge~ 51 MERCEDES WAY EDGEWOOD NY 11717 DIODES INCORPORATED ATTN: ACCOUNTS PAYABLE 4949 HEDGCOXE ROAD, SUITE 200 PLANO, TEXAS
FOLD AND EDTACH HERE SIGNATURE(S) DATE 75024 P59381X -: -- -- -- - 0 0 0 .... .0..0. “”’’ “-
|
|
P. O Box. 9175
WRONG WAY
Proxy Services P. O. Box 9175
Farmingdale NY 11735-9852
Please ensure you fold then detach and retain this portion of the Voting Instruction Form
Fold and Detach Here Fold and Detach Here
VOTING INSTRUCTIONS
TO OUR CLIENTS: AND ONE OR MORE OF THE MATTERS BEFORE THE MEETING
MUST BE DEEMED “ROUTINE” IN NATURE ACCORDING TO
WE HAVE BEEN REQUESTED TO FORWARD TO YOU THE
NYSE GUIDELINES. IF THESE TWO REQUIREMENTS ARE
ENCLOSED PROXY MATERIAL RELATIVE TO SECURITIES HELD
MET AND YOU HAVE NOT COMMUNICATED TO US PRIOR TO THE
BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR
FIRST VOTE BEING ISSUED, WE MAY VOTE YOUR SECURITIES AT
NAME. ONLY WE AS THE HOLDER OF RECORD CAN VOTE
OUR DISCRETION ON ANY MATTERS DEEMED TO BE ROUTINE.
SUCH SECURITIES. WE SHALL BE PLEASED TO VOTE YOUR
WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS, EVEN
SECURITIES IN ACCORDANCE WITH YOUR WISHES, IF YOU WILL
IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN,
EXECUTE THE FORM AND RETURN IT TO US PROMPTLY IN THE
PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE
ENCLOSED BUSINESS REPLY ENVELOPE. IT IS UNDERSTOOD
MEETING DATE.
THAT IF YOU SIGN WITHOUT OTHERWISE MARKING THE FORM
YOUR SECURITIES WILL BE VOTED AS RECOMMENDED BY THE THE FOLLOWING INSTRUCTIONS PROVIDE SPECIFICS
BOARD OF DIRECTORS ON ALL MATTERS TO BE CONSIDERED AT REGARDING THE MEETING FOR WHICH THIS VOTING FORM
THE MEETING. APPLIES.
FOR THIS MEETING, THE EXTENT OF OUR AUTHORITY TO VOTE INSTRUCTION 1
YOUR SECURITIES IN THE ABSENCE OF YOUR INSTRUCTIONS ALL PROPOSALS FOR THIS MEETING ARE CONSIDERED
CAN BE DETERMINED BY REFERRING TO THE APPLICABLE “ROUTINE”. WE WILL VOTE IN OUR DISCRETION ON ALL
VOTING INSTRUCTION NUMBER INDICATED ON THE FACE OF PROPOSALS, IF YOUR INSTRUCTIONS ARE NOT RECEIVED.
YOUR FORM.
IF YOUR SECURITIES ARE HELD BY A BANK, YOUR SECURITIES
FOR MARGIN ACCOUNTS, IN THE EVENT YOUR SECURITIES CANNOT BE VOTED WITHOUT YOUR SPECIFIC INSTRUCTIONS.
HAVE BEEN LOANED OVER RECORD DATE, THE NUMBER OF
SECURITIES WE VOTE ON YOUR BEHALF HAS BEEN OR CAN BE INSTRUCTION 2
ADJUSTED DOWNWARD. IN ORDER FOR YOUR SECURITIES TO BE REPRESENTED AT THE
PLEASE NOTE THAT UNDER A RULE AMENDMENT ADOPTED MEETING ON ONE OR MORE MATTERS BEFORE THE MEETING, IT
BY THE NEW YORK STOCK EXCHANGE FOR SHAREHOLDER WILL BE NECESSARY FOR US TO HAVE YOUR SPECIFIC VOTING
MEETINGS HELD ON OR AFTER JANUARY 1, 2010, BROKERS INSTRUCTIONS.
ARE NO LONGER ALLOWED TO VOTE SECURITIES HELD IN IF YOUR SECURITIES ARE HELD BY A BANK, YOUR SECURITIES
THEIR CLIENTS’ ACCOUNTS ON UNCONTESTED ELECTIONS CANNOT BE VOTED WITHOUT YOUR SPECIFIC INSTRUCTIONS.
OF DIRECTORS UNLESS THE CLIENT HAS PROVIDED VOTING
INSTRUCTION 3
INSTRUCTIONS (IT WILL CONTINUE TO BE THE CASE THAT
BROKERS CANNOT VOTE THEIR CLIENTS’ SECURITIES IN IN ORDER FOR YOUR SECURITIES TO BE REPRESENTED AT
CONTESTED DIRECTOR ELECTIONS). CONSEQUENTLY, IF YOU THE MEETING, IT WILL BE NECESSARY FOR US TO HAVE YOUR
WANT US TO VOTE YOUR SECURITIES ON YOUR BEHALF ON SPECIFIC VOTING INSTRUCTIONS.
THE ELECTION OF DIRECTORS, YOU MUST PROVIDE VOTING INSTRUCTION 4
INSTRUCTIONS TO US. VOTING ON MATTERS PRESENTED AT
SHAREHOLDER MEETINGS, PARTICULARLY THE ELECTION OF WE HAVE PREVIOUSLY SENT YOU PROXY SOLICITING
DIRECTORS IS THE PRIMARY METHOD FOR SHAREHOLDERS TO MATERIAL PERTAINING TO THE MEETING OF SHAREHOLDERS
INFLUENCE THE DIRECTION TAKEN BY A PUBLICLY-TRADED OF THE COMPANY INDICATED. ACCORDING TO OUR LATEST
COMPANY. WE URGE YOU TO PARTICIPATE IN THE ELECTION BY RECORDS, WE HAVE NOT AS OF YET RECEIVED YOUR VOTING
RETURNING THE ENCLOSED VOTING INSTRUCTION FORM TO US INSTRUCTION ON THE MATTERS(S) TO BE CONSIDERED AT
WITH INSTRUCTIONS AS TO HOW TO VOTE YOUR SECURITIES IN THIS MEETING AND THE COMPANY HAS REQUESTED US TO
THIS ELECTION. COMMUNICATE WITH YOU IN AN ENDEAVOR TO HAVE YOUR
SECURITIES VOTED.
IF YOUR SECURITIES ARE HELD BY A BROKER WHO IS A
MEMBER OF THE NEW YORK STOCK EXCHANGE (NYSE), THE **IF YOU HOLD YOUR SECURITIES THROUGH A CANADIAN
RULES OF THE NYSE WILL GUIDE THE VOTING PROCEDURES. BROKER OR BANK, PLEASE BE ADVISED THAT YOU ARE
THESE RULES PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVING THE VOTING INSTRUCTION FORM AND MEETING
RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST MATERIALS, AT THE DIRECTION OF THE ISSUER. EVEN IF
VOTE, THE PROXY MAY BE GIVEN AT DISCRETION OF YOUR YOU HAVE DECLINED TO RECEIVE SECURITY- HOLDER
BROKER (ON THE TENTH DAY, IF THE MATERIAL WAS MAILED MATERIALS, A REPORTING ISSUER IS REQUIRED TO DELIVER
AT LEAST 15 DAYS PRIOR TO THE MEETING DATE OR ON THE THESE MATERIALS TO YOU. IF YOU HAVE ADVISED YOUR
FIFTEENTH DAY, IF THE PROXY MATERIAL WAS MAILED 25 INTERMEDIARY THAT YOU OBJECT TO THE DISCLOSURE
DAYS OR MORE PRIOR TO THE MEETING DATE). IN ORDER OF YOUR BENEFICIAL OWNERSHIP INFORMATION TO THE
FOR YOUR BROKER TO EXERCISE THIS DISCRETIONARY REPORTING ISSUER, IT IS OUR RESPONSIBILITY TO DELIVER
AUTHORITY, PROXY MATERIAL WOULD NEED TO HAVE BEEN THESE MATERIALS TO YOU ON BEHALF OF THE REPORTING
MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE, ISSUER.
THESE MATERIALS ARE BEING SENT AT NO COST TO YOU.
|
|
BARCODE See the reverse side of this notice to obtain proxy materials and voting instructions. BROKER LOGO HERE 1 OF 2 12 15 1234567 1234567 1234567 1234567 1234567 1234567 1234567 Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence # *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on <mtgdate>. You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. Meeting Information Meeting Type: <mtgtype> For holders as of: <recdate> Date: Time: <mtgtime> Location: 0000243891_1 R1.0.0.51160 DIODES INCORPORATED Annual Meeting May 26, 2015 May 26, 2015 11:00 AM EST April 01, 2015 Hilton Times Square Hotel 234 West 42nd Street New York, New York 10036 Return Address Line 1 Return Address Line 2 Return Address Line 3 51 MERCEDES WAY EDGEWOOD NY 11717 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1
|
|
How To Vote Please Choose One of the Following Voting Methods Internal Use Only Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. 0000243891_2 R1.0.0.51160 1. Annual Report 2. Notice & Proxy Statement Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 12, 2015 to facilitate timely delivery.
|
|
BARCODE 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 Broadridge Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence # Voting items 0000243891_3 R1.0.0.51160 The Board of Directors recommends that you vote FOR the following: 1. Election of Directors Nominees 01 C.H. Chen 02 Michael R. Giordano 03 L.P. Hsu 04 Keh-Shew Lu 05 Raymond Soong 06 John M. Stich 07 Michael K.C. Tsai The Board of Directors recommends you vote FOR the following proposal(s): 2 Approval of Executive Compensation. To approve, on an advisory basis, the Company’s executive compensation. 3 Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. NOTE: To transact such other business as properly may come before the meeting or any adjournment or postponement thereof.
|
|
THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE Voting Instructions THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE P99999-010 12 15 # OF # Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence # Reserved for Broadridge Internal Control Information 0000243891_4 R1.0.0.51160