Document
false0001375365 0001375365 2020-06-05 2020-06-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2020
 

SUPER MICRO COMPUTER, INC.
(Exact name of registrant specified in its charter)
 


 
 
 
 
 
Delaware
 
001-33383
 
77-0353939
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
980 Rock Avenue, San Jose, California 95131
(Address of principal executive offices, including Zip Code)
Registrant’s telephone, including area code: (408503-8000
Not Applicable
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.001 par value
 
SMCI
 
The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 5.07
Submission of Matters to a Vote of Security Holders.







The annual meeting of stockholders (the “Annual Meeting”) of Super Micro Computer, Inc. (the “Company”) was held on June 5, 2020. Set forth below are the proposals on which the Company’s stockholders voted at the Annual Meeting and the voting results for each proposal.

Proposal 1: Election of Directors

(A)
Election of three Class I directors to hold office until the annual meeting of stockholders following fiscal year 2022, until their successors are duly elected and qualified:

Name
Votes For
Votes Withheld
Broker Non-Votes
Charles Liang
41,654,983
2,155,432
4,265,624
Tally Liu
38,931,041
4,879,374
4,265,624
Sherman Tuan
37,142,105
6,668,310
4,265,624

(B)
Election of three Class II directors to hold office until the annual meeting of stockholders following fiscal year 2020, until their successors are duly elected and qualified:

Name
Votes For
Votes Withheld
Broker Non-Votes
Sara Liu
39,679,540
4,130,875
4,265,624
Michael S. McAndrews
29,879,702
13,930,713
4,265,624
Hwei-Ming (Fred) Tsai
24,997,135
18,813,280
4,265,624

(C)
Election of two Class III directors to hold office until the annual meeting of stockholders following fiscal year 2021, until their successors are duly elected and qualified:

Name
Votes For
Votes Withheld
Broker Non-Votes
Daniel W. Fairfax    
39,182,416
4,627,999
4,265,624
Saria Tseng
37,348,396
6,462,019
4,265,624

All Class I director nominees, Class II director nominees and Class III director nominees were duly elected.

Proposal 2: A proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

Votes For
Votes Against
Abstentions    
Broker Non-Votes
39,895,795
3,856,534
58,086
4,265,624

Proposal 2 was approved.

Proposal 3: A proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2020.

Votes For
Votes Against
Abstentions    
 
38,732,759
9,337,333
5,947
 

Proposal 3 was approved.

Proposal 4: A proposal to approve the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan.




Votes For
Votes Against
Abstentions    
Broker Non-Votes
39,318,707
4,462,002
29,706
4,265,624

Proposal 4 was approved.

Item 9.01
Financial Statements and Exhibits
(d) Exhibits
 
 
 
 
Exhibit
Number
 
Description
 
 
104
 
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
 
 





SIGNATURES
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.
 

 
 
 
 
 
 
 
 
 
 
 
 
 
SUPER MICRO COMPUTER, INC.
 
 
 
 
Date: June 8, 2020
 
 
 
By:
 
/s/ Charles Liang
 
 
 
 
 
 
 
 
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)