DIODES INC /DEL/ 8-K

What Happened
Diodes Incorporated announced that following the certification of votes from its May 11, 2026 annual meeting, director nominee Dr. Keh‑Shew Lu received more votes “withheld” (38,172,374) than votes “for” (3,455,889.36). Rather than tendering a resignation for consideration under the Company’s Director Resignation Policy, Dr. Lu voluntarily resigned from the Board effective immediately. The Board then appointed Angie Chen Button as Chairwoman on May 11, 2026. Dr. Lu will remain with the company as Special Advisor to the CEO. A press release dated May 12, 2026 was furnished as Exhibit 99.1.

Key Details

• Director votes at the May 11, 2026 annual meeting: Dr. Keh‑Shew Lu — For: 3,455,889.36; Withheld: 38,172,374; Broker non‑votes: 2,168,205.
• Board slate elected: Elizabeth Bull, Angie Chen Button, Warren Chen, Keh‑Shew Lu, Phillip J. Ritter, Huey‑Jen (Jenny) Su, and Gary Yu (Dr. Lu resigned after the election).
• Advisory say‑on‑pay passed: For 40,852,983.50; Against 740,622.00; Abstain 34,657.86; Broker non‑votes 2,168,205.
• Auditor ratification passed: PricewaterhouseCoopers LLP ratified as independent registered public accounting firm — For 43,750,342.36; Against 23,923.00; Abstain 22,203.00.

Why It Matters
Board leadership changed immediately after the annual meeting: a director received a substantial number of withheld votes, resigned, and the Board appointed a new Chairwoman. For investors, this is a governance event—shareholder voting produced a direct leadership outcome, the company preserved continuity by keeping Dr. Lu in an advisory role, and routine matters (say‑on‑pay and auditor ratification) were approved by large margins.