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 21, 2025, the Board of Directors (the “Board”) of GSI Technology, Inc. (the “Corporation”) changed the composition of its Audit Committee and Nominating and Corporate Governance Committees, effective immediately. Ronald R. Steger, who had just been elected to the Board for the first time, was appointed to the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Steger was appointed chair of the Audit Committee, and Ruey L. Lu was appointed chair of the Nominating and Corporate Governance Committee. In addition, Elizabeth Cholawsky was designated to serve as lead director. The Corporation’s Audit Committee is now composed of Elizabeth Cholawsky, Haydn Hsieh and Ronald R. Steger (chair). The Compensation Committee continues to be composed of Elizabeth Cholawsky (chair), Haydn Hsieh and Ruey L. Lu. The Nominating and Governance Committee is now composed of Elizabeth Cholawsky, Ruey L. Lu (chair) and Ronald R. Steger.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on August 21, 2025. 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 five 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 | |||
| Elizabeth Cholawsky | 12,578,585 | 104,437 | 6,103,899 | |||
| Haydn Hsieh | 12,532,258 | 150,764 | 6,103,899 | |||
| Ruey L. Lu | 12,479,186 | 203,836 | 6,103,899 | |||
| Lee-Lean Shu | 12,579,824 | 103,198 | 6,103,899 | |||
| Ronald R. Steger | 12,618,015 | 65,007 | 6,103,899 |
| 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: | 18,436,156 |
| Votes Against: | 307,962 |
| Abstentions: | 42,803 |
| Broker Non-Votes: | 0 |
| 3. | The Company’s stockholders approved an advisory (non-binding) resolution regarding the fiscal 2025 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: | 12,482,730 |
| Votes Against: | 172,188 |
| Abstentions: | 28,104 |
| Broker Non-Votes: | 6,103,899 |
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 22, 2025 | By: | /s/ DOUGLAS M. SCHIRLE |
| Douglas M. Schirle | ||
| Chief Financial Officer | ||