GSI Technology filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On August 22, 2024, the Compensation Committee of the Board of Directors of GSI Technology, Inc., a Delaware corporation (the “Company”) approved the GSI Technology, Inc. Amended and Restated Executive Retention and Severance Plan (the “Restated Plan”). The Restated Plan replaces the original plan adopted on September 30, 2014, as amended on August 29, 2017, August 27, 2020, and September 12, 2023. Capitalized terms not defined herein shall have the meaning set forth in the Restated Plan.
The terms of the Restated Plan are substantially the same as the original Executive Retention and Severance Plan, except that the Restated Plan provides that service to the Company after September 30, 2024 will not factor into the calculation of a Participant’s Base Salary Severance Period. The Participant’s Base Salary Severance Period will be fixed at the greater of (i) eighteen months for a Chief Executive Officer or twelve months for an Executive Officer, and (ii) the Base Salary Severance Period equal to one month for each full or partial year of the Participant’s employment that was completed on or prior to September 30, 2024.
Further, in the event of acceleration of equity awards under Section 5.2(f) of the Restated Plan, time-based vesting Restricted Stock Units shall be settled in full, and performance shares, performance stock units and similar stock-based compensation awards with multiple potential vesting levels shall, depending on the applicable level of performance, be settled at the greater of: (i) the target level of performance, or (ii) the applicable level of performance attained through the date of termination of employment.
The Restated Plan expires on September 30, 2027.
The description of the Restated Plan in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Restated Plan filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on August 22, 2024. At the annual meeting, the matters set forth below were submitted to a vote of the Company’s stockholders. The final tally of shares voted for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
| 1. | The Company’s stockholders elected the following six persons to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, with the votes cast as follows: |
| Director Nominees | For | Withhold | Broker Non-Vote | |||||||||
| Jack A. Bradley | 11,895,628 | 118,047 | 5,468,967 | |||||||||
| Elizabeth Cholawsky | 11,900,412 | 113,263 | 5,468,967 | |||||||||
| Haydn Hsieh | 11,882,060 | 129,733 | 5,470,849 | |||||||||
| Ruey L. Lu | 11,817,209 | 194,584 | 5,470,849 | |||||||||
| Lee-Lean Shu | 11,905,249 | 108,426 | 5,468,967 | |||||||||
| Robert Yau | 11,874,108 | 137,685 | 5,470,849 | |||||||||
| 2. | The Company’s stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025, with the votes cast as follows: |
| Votes For: | 16,878,463 | |||
| Votes Against: | 415,443 | |||
| Abstentions: | 188,736 | |||
| Broker Non-Votes: | 0 |
| 3. | The Company’s stockholders approved an advisory (non-binding) resolution regarding the fiscal 2024 compensation of the executive officers named in the Summary Compensation Table, as disclosed in the Company’s proxy statement for the annual meeting, with the votes cast as follows: |
| Votes For: | 11,715,049 | |||
| Votes Against: | 276,598 | |||
| Abstentions: | 22,028 | |||
| Broker Non-Votes: | 5,468,967 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | GSI Technology, Inc. Amended and Restated Executive Retention and Severance Plan, dated as of August 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized
| GSI Technology, Inc. | ||
| Date: August 23, 2024 | By: | /s/ DOUGLAS M. SCHIRLE |
| Douglas M. Schirle | ||
| Chief Financial Officer | ||