Diodes (DIOD) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 12, 2025, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Board recommends voting FOR all proposals, including seven director nominees, executive compensation, and Moss Adams LLP as auditor.

• Proxy materials are available online, with printed copies upon request; voting instructions provided for both record and beneficial owners.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory approval of executive compensation, and ratification of Moss Adams LLP as independent auditor for 2025.

• No shareholder proposals or nominations were received for this meeting.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board will be reduced from eight to seven members; all nominees are current directors, with two age waivers granted.

• Five of seven nominees are independent under Nasdaq rules.

• Four standing committees: Audit, Compensation, Governance and Stockholder Relations, and Risk Oversight.

• Board diversity and director nomination criteria emphasize integrity, leadership, independence, and broad experience.

• Director resignation policy requires any director not receiving a majority of votes to tender resignation.