UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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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
(d) On August 26, 2021, the Board of Directors (the “Board”) of GSI Technology, Inc. (the “Company”) reconstituted its three standing committees, effective immediately. In addition, Kim Le was appointed chair of the Audit Committee, newly elected director Barbara Nelson was assigned to the Nominating and Governance Committee and Jack A. Bradley was designated to serve as lead director. The Audit Committee is now composed of Jack A. Bradley, Elizabeth Cholawsky, Haydn Hsieh and Kim Le (chair). The Compensation Committee is now composed of Jack A. Bradley, Elizabeth Cholawsky (chair), Haydn Hsieh and Ruey L. Lu. The Nominating and Governance Committee is now composed of Jack A. Bradley (chair), Elizabeth Cholawsky, Ruey L. Lu and Barbara Nelson.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on August 26, 2021. 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 eight 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 | Withheld | Broker Non-Vote | |||||||||
| Jack A. Bradley | 13,243,229 | 2,159,421 | 4,159,759 | |||||||||
| Elizabeth Cholawsky | 13,256,592 | 2,146,058 | 4,159,759 | |||||||||
| Haydn Hsieh | 13,249,232 | 2,153,418 | 4,159,759 | |||||||||
| Kim Le | 13,255,657 | 2,146,993 | 4,159,759 | |||||||||
| Ruey L. Lu | 13,252,635 | 2,150,015 | 4,159,759 | |||||||||
| Barbara Nelson | 13,261,067 | 2,141,583 | 4,159,759 | |||||||||
| Lee-Lean Shu | 13,214,695 | 2,187,955 | 4,159,759 | |||||||||
| Robert Yau | 13,252,982 | 2,149,668 | 4,159,759 | |||||||||
| 2. | The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022, with the votes cast as follows: |
| Votes For: | 17,556,012 | |||
| Votes Against: | 77,080 | |||
| Abstentions: | 1,929,317 | |||
| Broker Non-Votes: | 0 |
| 3. | The Company’s stockholders approved an advisory (non-binding) resolution regarding the fiscal 2021 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: | 13,064,184 | |||
| Votes Against: | 318,306 | |||
| Abstentions: | 2,020,160 | |||
| Broker Non-Votes: | 4,159,759 |
| 4. | The Company’s stockholders approved the amendment and restatement of the Company’s 2016 Equity Incentive Plan in the form attached as Appendix A to the Company’s proxy statement for the annual meeting and this Current Report on Form 8-K as Exhibit 10.1, with the votes cast as follows: |
| Votes For: | 10,224,984 | |||
| Votes Against: | 3,156,902 | |||
| Abstentions: | 2,020,764 | |||
| Broker Non-Votes: | 4,159,759 |
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Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 10.1 | GSI Technology, Inc. 2016 Equity Incentive Plan, as amended and restated on August 26, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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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.
Date: August 27, 2021
| GSI Technology, Inc. | ||
| By: | /s/ Douglas M. Schirle | |
| Douglas M. Schirle | ||
| Chief Financial Officer | ||
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