Investor Overview
Total Page：16
File Type：pdf, Size：1020Kb
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 ☒ 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 ☐ 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): ☒ 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 transacon 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 idenfy the filing for which the offseng 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 Notice of Annual Meeting of Stockholders To Be Held May 22, 2018 Noce is hereby given that the annual meeng (the “Meeng”) of the stockholders of Diodes Incorporated (the “Company”) will be held at the Company’s corporate headquarters, located at 4949 Hedgcoxe Road, Plano, Texas 75024, on Tuesday, May 22, 2018, at 10:00 a.m. (Central Time) for the following purposes: 1. Election of Directors. To elect seven persons to the Board of Directors of the Company, each to serve unl the next annual meeng of stockholders and unl their respecve successors have been elected and qualified. The Board of Directors’ nominees are: C.H. Chen, Michael R. Giordano, Keh-Shew Lu, Peter M. Menard, Raymond Soong, Christina Wen-chi Sung and Michael K.C. Tsai. 2. Approval of Executive Compensation. To approve, on an advisory basis, the Company’s executive compensation. 3. Raficaon of Appointment of Independent Registered Public Accounng Firm. To rafy the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. 4. Other Business. To transact such other business as properly may come before the Meeting or any adjournment or postponement thereof. Only persons who were stockholders of record at the close of business on March 23, 2018 are entled to noce of and to vote, in person or by proxy, at the Meeng or any adjournment or postponement thereof. The proxy statement, which accompanies this Noce, contains addional informaon regarding the proposals to be considered at the Meeng, and stockholders are encouraged to read it in its entirety. We have elected to provide access to our proxy materials by nofying you of the availability of our proxy statement and our fiscal 2017 Annual Report to Stockholders over the Internet at www.proxydocs.com/diod. Stockholders may also obtain a printed copy of the proxy materials free of charge by following the instrucons provided in the Notice of Internet Availability of Proxy Materials that will be first mailed to stockholders on or about April 6, 2018 or in the enclosed proxy statement. As set forth in the enclosed proxy statement, proxies are being solicited by and on behalf of the Board of Directors of the Company. All proposals set forth above are proposals of the Board of Directors. Whether or not you plan to aend the Meeng, YOUR VOTE IS IMPORTANT. Please follow the instrucons enclosed to ensure that your shares are voted. If you aend the Meeting, you may revoke your proxy and vote your shares in person. You may revoke your proxy at any time prior to its exercise at the Meeting. Dated at Plano, Texas, this sixth day of April, 2018. By Order of the Board of Directors, DIODES INCORPORATED Richard D. White, Secretary IF YOU PLAN TO ATTEND THE MEETING Aendance will be limited to stockholders. Stockholders may be asked to present valid picture idenficaon, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (“street name”) will need to bring with them a legal proxy issued in their name from the bank or brokerage in whose name the shares are held in order to vote in person. Cameras, recording devices and other electronic devices will not be permitted at the Meeting. TABLE OF CONTENTS Page General Information 1 Matters to be Considered at the Meeting 1 Voting Recommendations of the Board 1 Voting Shares Held in “Street Name” 1 Internet Access to Proxy Materials 1 How to Vote 2 How to Change or Revoke Your Vote 3 Meeting Admission 3 Voting Rights 3 Procedures for Stockholder Nominations and Proposals 5 Cost of Proxy Solicitation 5 Other Business 5 Security Ownership of Certain Beneficial Owners and Management 6 Proposal One – Election of Directors 8 Corporate Governance 12 Committees of the Board 12 Meetings of the Board and Committees 13 Board Leadership Structure 14 Nominating Procedures and Criteria and Board Diversity 14 Director Resignation Policy 15 Communications with Directors 16 Compensation of Directors 16 Compensation Committee Interlocks and Insider Participation 17 Corporate Policies 17 Executive Officers of the Company 19 Report of the Audit Committee 21 Code of Ethics 22 Certain Relationships and Related Person Transactions 23 Compliance with Section 16(a) of the Securities Exchange Act of 1934 24 Proposal Two - Approval of Executive Compensation 25 Compensation Discussion and Analysis 26 Introduction 26 Executive Summary 26 Overview of Compensation Program 29 Pay for Performance 32 Principal Components of Compensation 34 Compensation Review Process 41 Additional Benefits and Perquisites 43 Best Practices 43 Compensation Risk Assessment 43 Post-Termination and Change-In-Control Payments 44 Tax and Accounting Considerations 45 Report of the Compensation Committee on Executive Compensation 46 Executive Compensation 47 Summary Compensation Table 47 Grants of Plan-Based Awards 49 CEO Pay Ratio 49 Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table 51 Outstanding Equity Awards at Fiscal Year-End 55 Option Exercises and Stock Vested 56 Equity Compensation Plan Information 56 Non-Qualified Deferred Compensation 57 Potential Payments Upon Termination or Change in Control 57 Table of Contents - continued Proposal Three - Ratification of the Appointment of Independent Registered Public Accounting Firm 65 Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees 65 Proposals of Stockholders and Stockholder Nominations for 2019 Annual Meeting 67 Annual Report and Form 10-K 68 Meeting Map and Driving Directions Back Cover DIODES INCORPORATED 4949 Hedgcoxe Road, Suite 200 Plano, Texas 75024 (972) 987-3900 PROXY STATEMENT ANNUAL MEETING: MAY 22, 2018 GENERAL INFORMATION This proxy statement (“Proxy Statement”) is furnished in connecon with the solicitaon of proxies by the Board of Directors (the “Board”) of Diodes Incorporated (the “Company”) for use at the annual meeng (the “Meeng”) of the stockholders of the Company to be held on Tuesday, May 22, 2018, at 10:00 a.m. (Central Time) at the Company’s corporate headquarters, located at 4949 Hedgcoxe Road, Plano, Texas 75024, and at any adjournment or postponement thereof. Only stockholders of record at the close of business on March 23, 2018 (the “Record Date”) are entitled to notice of and to vote, in person or by proxy, at the Meeting or any adjournment or postponement thereof. MATTERS TO BE CONSIDERED AT THE MEETING The matters to be considered and voted upon at the Meeting will be: 1. Election of Directors. To elect seven persons to the Board, each to serve unl the next annual meeng of stockholders and unl their respecve successors have been elected and qualified. The Board’s nominees are: C.H. Chen, Michael R. Giordano, Keh-Shew Lu, Peter M. Menard, Raymond Soong, Christina Wen-chi Sung and Michael K.C. Tsai. 2. Approval of Executive Compensation. To approve, on an advisory basis, the Company’s executive compensation. 3. Raficaon of Appointment of Independent Registered Public Accounng Firm.T o rafy the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. 4. Other Business. To transact such other business as properly may come before the Meeng or any adjournment or postponement thereof. VOTING RECOMMENDATIONS OF THE BOARD Our Board recommends that you vote your shares “FOR” each of the nominees to the Board, “FOR” the approval of execuve compensaon and “FOR” the ratification of the appointment of Moss Adams LLP. VOTING SHARES HELD IN “STREET NAME” Brokerage firms who are members of the New York Stock Exchange cannot vote your shares held in street name in the elecon of directors or on execuve compensaon, if you fail to instruct the organizaon how to vote such shares. Therefore, it is very important that you provide instructions on how to vote any shares beneficially owned by you in street name. INTERNET ACCESS TO PROXY MATERIALS Under rules adopted by the Securies and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet at www.proxydocs.com/diod. Stockholders will not receive printed copies of the proxy materials unless they have requested us to provide proxy materials in printed form.