8-K

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

May 29, 2013

Date of Report (Date of earliest event reported)

DIODES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	002-25577	95-2039518
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4949 Hedgcoxe Road, Suite 200 Plano, Texas		75024
(Address of principal executive offices)		(Zip Code)

(972) 987-3900

(Registrant’s telephone number, including area code)

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))

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

Results of the Annual Meeting

Diodes Incorporated (“the Company”) submitted to a vote of its security holders at its 2013 annual meeting of stockholders on May 29, 2013 for the following matters: (1) the election of seven persons to the Board of Directors, each to serve until the next annual meeting of stockholders and until their respective successors have been elected and qualified; (2) the approval of the Company’s executive compensation; (3) the approval of the Company’s 2013 Equity Incentive Plan; and (4) the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

1. Election of Directors

The final results of the number of votes cast for and withheld, as well as the number of broker non-votes, as to each nominee for the Board of Directors of the Company are as follows:

C.H. Chen	For:	33,553,513
	Withheld:	7,801,390
	Broker Non-Votes:	3,277,495
Michael R. Giordano	For:	40,520,277
	Withheld:	834,626
	Broker Non-Votes:	3,277,495
L.P. Hsu	For:	39,951,053
	Withheld:	1,403,850
	Broker Non-Votes:	3,277,495
Keh-Shew Lu	For:	39,732,309
	Withheld:	1,622,594
	Broker Non-Votes:	3,277,495
Raymond Soong	For:	33,037,283
	Withheld:	8,317,620
	Broker Non-Votes:	3,277,495
John M. Stich	For:	39,081,934
	Withheld:	2,272,969
	Broker Non-Votes:	3,277,495
Michael K.C. Tsai	For:	38,512,060
	Withheld:	2,842,843
	Broker Non-Votes:	3,277,495

2. Approval of Executive Compensation

The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the approval of executive compensation are as follows:

For:	32,584,049
Against:	6,647,746
Abstain:	2,123,108
Broker Non-Votes:	3,277,495

3. Approval of the 2013 Equity Incentive Plan

The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the approval of the 2013 Equity Incentive Plan are as follows:

For:	30,208,419
Against:	11,106,381
Abstain:	40,103
Broker Non-Votes:	3,277,495

4. Ratification of Appointment of Independent Registered Public Accounting Firm

The final results of the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 are as follows:

For:	44,020,566
Against:	545,196
Abstain:	66,636
Broker Non-Votes:	0

Item 7.01     Regulation FD Disclosure.

On May 29, 2013, the Company held its 2013 annual meeting of stockholders. A copy of the presentation slides for the 2013 annual meeting of stockholders is furnished herewith as Exhibit 99.1 to this Report.

The information in this Item 7.01, including Exhibit 99.1, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available.

In the foregoing presentation, the Company utilized financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide stockholders with an alternative method for assessing its operating results in a manner that enables stockholders to more thoroughly evaluate its current performance as compared to past performance. The Company also believes these non-GAAP measures provide stockholders with a more informed baseline for modeling its future financial performance. The Company’s management uses these non-GAAP measures for the same purposes. The Company believes that its stockholders should have access to the same set of tools that it uses in analyzing its results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. See Item 2.02 of to the Company’s Form 8-K, filed on May 14, 2013, for definitions of the non-GAAP financial measures, together with an explanation of why management uses these measures and why management believes that these non-GAAP financial measures are useful to stockholders, and tables that reconcile the non-GAAP financial measures utilized to GAAP financial measures.

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained in the accompanying slides attached as Exhibit 99.1 to this Report, the matters set forth therein are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but are not limited to, such factors as may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of the presentation slides. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Presentation slides for the 2013 annual meeting of stockholders

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.

Dated: June 3, 2013	DIODES INCORPORATED
	By	/s/ Richard D. White
		RICHARD D. WHITE
		Chief Financial Officer

Index to Exhibits

Exhibit Number	Description
99.1	Presentation slides for the 2013 annual meeting of stockholders

EX-99.1

Investor Relations Presentation

May, 2013

Exhibit 99.1

Safe Harbor Statement

Page 2

Any

statements

set

forth

herein

that

are

not

historical

facts

are

forward-looking

statements

that

involve

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

those

in

the

forward-looking

statements.

Such

forward-looking

statements

include,

but

are

not

limited

to,

statements

regarding

Diodes

Incorporated’s

2Q

2013

business

outlook

update,

which

includes

the

following:

a

summary

of

the

guidance

for

GAAP

and

non-GAAP

financial

measures

as

follows

on

revenue

of

$206

million

to

$218

million

for

both

GAAP

and

non-GAAP;

sequential

growth

of

16%

to

23%

for

both

GAAP

and

non-

GAAP;

gross

margin

(%

of

revenue)

of

25.0%

to

29.0%

for

GAAP

and

27.0%

to

31.0%

for

non-GAAP;

operating

expense

(%

of

revenue)

of

22.6%

to

24.6%

for

GAAP

and

20.3%

to

22.3%

for

non-GAAP;

tax

rate

of

14%

to

20%

for

both

GAAP

and

non-GAAP;

and

shares

used

to

calculate

GAAP

and

non-GAAP

are

anticipated

to

be

approximately

47.4

million;

and

other

statements

identified

by

words

such

as

“estimates,”

“expects,”

“projects,”

“plans,”

“will”

and

similar

expressions.

Potential

risks

and

uncertainties

include,

but

are

not

limited

to,

such

factors

as:

the

possibility

that

the

transaction

may

not

be

consummated,

including

as

a

result

of

any

of

the

conditions

precedent;

the

risk

that

BCD’s

business

will

not

be

integrated

successfully

into

the

Company’s;

the

risk

that

the

expected

benefits

of

the

acquisition

may

not

be

realized,

including

the

realization

of

the

accretive

effect

of

the

acquisition;

the

risk

that

BCD’s

standards,

procedures

and

controls

will

not

be

brought

into

conformance

within

the

Company’s

operation;

difficulties

coordinating

the

Company’s

and

BCD’s

new

product

and

process

development,

hiring

additional

management

and

other

critical

personnel,

and

increasing

the

scope,

geographic

diversity

and

complexity

of

the

Company’s

operations;

difficulties

in

consolidating

facilities

and

transferring

processes

and

know-how;

difficulties

in

reducing

the

costs

of

BCD’s

business;

the

diversion

of

our

management’s

attention

from

the

management

of

our

business;

Diodes’

business

and

growth

strategy;

the

introduction

and

market

reception

to

new

product

announcements;

fluctuations

in

product

demand

and

supply;

prospects

for

the

global

economy;

continued

introduction

of

new

products;

Diodes’

ability

to

maintain

customer

and

vendor

relationships;

technological

advancements;

impact

of

competitive

products

and

pricing;

growth

in

targeted

markets;

successful

integration

of

acquired

companies

and/or

assets;

Diodes’

ability

to

successfully

make

additional

acquisitions;

risks

of

domestic

and

foreign

operations,

including

excessive

operation

costs,

labor

shortages,

higher

tax

rates

and

joint

venture

prospects;

unfavorable

currency

exchange

rates;

availability

of

tax

credits;

Diodes’

ability

to

maintain

its

current

growth

strategy

or

continue

to

maintain

its

current

performance

and

loadings

in

manufacturing

facilities;

our

future

guidance

may

be

incorrect;

the

global

economic

weakness

may

be

more

severe

or

last

longer

than

Diodes

currently

anticipate;

and

other

information

detailed

from

time

to

time

in

filings

with

the

United

States

Securities

and

Exchange

Commission.

This

presentation

also

contains

non-GAAP

measures.

See

the

Company’s

press

releases

on

May

9,

2013

titled,

“Diodes

Incorporated

Reports

First

Quarter

2013

Financial

Results”

for

detailed

information

related

to

the

Company’s

non-GAAP

measures

and

a

reconciliation

of

GAAP

net

income

(loss)

to

non-GAAP

net

income

(loss).

Management Representative

Page 3

Rick White

CFO, Secretary, and Treasurer

CFO

Since 2009

SR VP, Finance

3 years

Texas Instruments        25 years

Experience:

Partner, Tatum Partners

CFO, Optisoft

Vice President, TI Worldwide, Memory

Education:

MBA, Finance, University of Michigan

Bachelor’s Degree, Electrical Engineering, Oklahoma State University

Company Representative

Page 4

Laura Mehrl

Director of Investor Relations

Since May 2010

Experience:

Director of Investor Relations, Diodes Incorporated, Plano, Texas

Senior Business Development Manager, STMicroelectronics, Carrollton, Texas

Sales Director for Analog Devices Inc., Shanghai, China

Product Marketing Manager at Texas Instruments (TI), Dallas, Texas

Senior Engineer at Lattice Semiconductor Inc., Hillsboro, Oregon 

Wafer fab design engineer and product engineer at TI, Lubbock, Texas

Education:

MBA with concentration in International Marketing, Texas Tech University

BS in Electrical and Computer Engineering, University of Iowa

Page 5

A leading global manufacturer and

supplier of high-quality application

specific,

standard

products

within

the broad discrete, logic and analog

markets, serving the computing,

consumer, industrial,

communications

and automotive

segments.

About Diodes Incorporated

Business Objective

To consistently achieve

above-market profitable growth, 

utilizing our innovative and

cost-effective packaging technology,

suited for high volume, high growth

markets by leveraging process expertise

and design excellence to deliver high

quality semiconductor products.

Page 6

2012 Total Semiconductor Market ($292 bn)

Significant Market Opportunity

Page 7

$133 bn

$26 bn

$57 bn

$39 bn

$18 bn

Diodes’

SAM:

$9 -

$11 bn

Diodes’

SAM:

$14 -

$16 bn

Opto

$19 bn

Std Logic

Analog

Discrete

Micro/Special

Memory

Diodes’

SAM:

$2 -

$4 bn

Diodes Growth Strategy

Page 8

Many Paths for Growth:

Product Portfolio

Product arena

Product line expansion

Performance enhancement

Application Space

Targeted end equipment

Broad customer base

Increased product coverage

Packaging Breadth

Broad packaging portfolio

Increased power density

Small form factor

2006

2010

Product Portfolio Progression

Page 9

Discrete

Diodes

MOSFETs

Rectifiers

Transistors

Protection Devices

Analog

Power Management

Power Switches

Standard Linear

Sensors

LED Drivers

Logic

Low Voltage CMOS

High Speed CMOS

Advanced Ultra-Low

Power CMOS

Performance Enhancement

Page 10

Diodes’

product upgrade has expanded our SAM.

SKY Rectifiers

MOSFETs

Bipolar LDO

DC-DC

(Asynchronous)

SBR®

(Super Barrier

Rectifiers) (Vb < 400v)

DIOFET

TM

(Low R

DS(on)

, Vb < 100V)

CMOS LDO

(Low power)

DC-DC

(Asynchronous, high current)

DIODESTAR

TM

Rectifiers

(Vb > 600v)

DIODESTAR

TM

MOSFETs

(Ultra low R

DS(on)

, Vb > 600V)

Low Noise LDO

DC-DC

(Synchronous, with

low & high current)

Efficiency, Functionality and Control for Smartphones

Page 11

LCD Backlighting

LED Drivers

Boost Converters

Schottky Diodes

LCD / OLED Display Bias

LCD Bias ICs

OLED Bias ICs

Schottky Diodes

LED Flash Module

Camera Flash Drivers

ZXMN series MOSFETs

Keypad Backlighting

LED Drivers

Boost Converters

Schottky Diodes

System Voltage Conversion

Low Dropout Regulators

DC-DC Converters

Schottky Diodes

Low-Saturation Bipolar Transistors

GPS Antenna Detection

Current Monitors

Flip / Slide / Holstor Detection

Hall Effect Sensors

Hall Effect Drivers

Battery Power Management

USB Power Switches

Current Monitors

Charger ICs

Low-Saturation Bipolar Transistors

ZXMP series MOSFETs

RF Power Amplifier

Low Dropout Regulators

Audio Amplifier

Class D Amplifier

Strong Relationships Drive LCD/LED TV Product Roadmaps

Page 12

LCD Display Buffer

40V High-gain BJT

System Power Conversion

Low Dropout Regulators

DC-DC Converters

Voltage References

Synchronous MOSFET Controllers

40V/100V SBR and Schottkys

Bridge Rectifier Diodes

LCD LED Backlighting

Current Monitors

400V High-gain NPN BJT

60V/100V High-gain NPN BJT

60V/100V N-channel MOSFETS

CCFL Backlighting

30V Low On-resistance MOSFETs

System Interface

USB Power Switches

Zener and TVS Arrays

System Power Management

Buck DC-DC Converters

Low Dropout Regulators

20V/30V/40V SBR®

and Schottkys

30V P-Channel MOSFETs

30V Low-saturation PNP BJT

Antenna Tuner

DC-DC Converters

40V Schottkys

Audio Amplifier

Buck DC-DC Converters

Schottky Diodes

SBR

Class D Amplifier

Product Breadth and Performance for Computing Platforms

Page 13

LCD / LED Backlighting

LED Drivers

Boost Converters

Schottky Diodes

Battery Power Management

Current Monitors

Load Switches

Low-Saturation BJT

ZXMP series MOSFETs

System Voltage Conversion

Low Dropout Regulators

DC-DC Converters

Schottky Diodes

Low-Saturation BJT

Open / Close Detection

Hall Effect Sensors

Hall Effect Drivers

System Power Management

Buck DC-DC Converters

Low Dropout Regulators

Super Barrier Rectifiers

Schottky Diodes

P-Channel MOSFETs

Low-Saturation BJT

System Interface

USB Power Switches

Zener and TVS Arrays

Audio Amplifier

Buck DC-DC Converters

Schottky Diodes

Super Barrier Rectifiers

Class D Amplifier

Wireless Connectivity

DC-DC Converters

Low Dropout Regulators

Page 14

Packaging Focus: Miniaturization and Power Efficiency

SOT143/SC82

SOT23F

SOT23/523

SC59

SOD-323F

SOD123/323

SOT666

SOT953/963

SOT26/363

SOT25/353

TSOT23-3/5/6

TO252

TO220/263/

ITO220S

SOT223

SIP-3/4

PM-III

QSOP16/20L

MSOP8/10

SOIC-8/10

TSSOP8

TSSOP14/16

SOIC14/16

PD-5

PD-123/323

Power DI 5060

Power DI 3030

Non-expose Pad

Power DI 3333

QFN 3~16 pin

0.4mm DFN

DFN1006-2

DFN0603-2

DFN0806-3

WL-CSP

DFN1114-3

Pyramid Stack

DFN5060-4

Bridge

Power DI 4040

Copper + Clip

SOLAR

PowerDI-5SP

E-CSP

Flip chip/Wafer Mold

QFN 32 pin

DFN4030C-12

DFN0808-4

0.35mm Thickness

SLP3010N9

Page 15

Packaging Focus: Miniaturization and Power Efficiency

Power Efficiency

Miniaturization

DFN 0603-2 Possibly

the smallest Discrete

semiconductor package.

Compared to a TO252, the

PowerDI

®

5 package delivers

twice the power density from      

a 55% smaller footprint.

PowerDI

®

5

TO252

Efficient Manufacturing + Superior Processes

Page 16

•

Two discrete fabs, two analog fabs

in  Kansas City, Missouri (5”

and 6”),

Oldham,United Kingdom (6”),  and

Shanghai  (6”) respectively

•

Bipolar, BiCMOS, CMOS and BCD

process

•

Strong engineering capabilities

Packaging

Wafer Fabs

Economies of Scale: Production Units in Shanghai (bn)

CapEx Model = 5% -

9% of  2013 Revenue

•

Shanghai-based packaging with capacity

approximately 30 billion units

•

Flexible and optimized manufacturing

process = low packaging cost

•

Additional packaging facilities in Neuhaus,

Germany and joint  venture in Chengdu,

China

Collaborative Customer Relationships

Page 17

Quanta

Hon Hai

Annual Revenue Growth Rates

Outperforming the Industry

Page 18

2003 to 2012 Growth

Diodes Inc.:          19%

SAM Industry:      4.3%

Industry (Discrete + Analog +  Logic)

*Acquisition Years

Revenue Growth

Revenue Profile –

1Q2013

By Channel

By Region

By End Market

Page 20

11%

79%

10%

Asia Pacific

Europe

North America

59%

41%

Distribution

OEM / EMS

29%

19%

17%

31%

4%

Industrial

Consumer

Communications

Automotive

Computing

First Quarter 2013 Financial Performance

Page 21

In millions, except per share

1Q12

4Q12

1Q13

Q/Q

Y/Y

Revenue

$144.7

$163.3

$177.0

$13.7

$32.2

Revenue Growth

8.4%

22.3%

Gross Margin % (GAAP)

23.3%

26.5%

26.1%

-40bp

280bp

Gross Margin % (non-GAAP)

23.3%

26.5%

27.1%

60bp

380bp

Operating Profit (GAAP)

$33.7

$43.2

$46.2

$3.0

$12.5

Net Income (GAAP)

$4.9

$4.1

-$1.9

-$6.0

-$6.8

Net Income (non-GAAP)

$4.1

$6.2

$7.5

$1.3

$3.4

EPS (GAAP)

$0.10

$0.09

-$0.04

-$0.13

-$0.14

EPS (non-GAAP)

$0.09

$0.13

$0.16

$0.03

$0.07

Cash Flow from Operations

$13.4

$16.4

$31.3

$14.9

$17.9

EBITDA (non-GAAP)

$21.2

$24.1

$23.1

-$1.0

$1.9

Balance Sheet

Page 22

Dec 31, 2012

Cash

$130

$157

$200

Inventory

$140

$153

$182

Current Assets

$427

$491

$612

Total Assets

$793

$920

$1145

Other Long-term Debt

$  3

$ 44

$ 214

Total Liabilities

$144

$200

$432

Total Equity

$649

$720

$712

Mar 31, 2013

Dec 31, 2011

(adjusted)

In millions

2Q 2013 Business Outlook

Page 23

A summery of the guidance for GAAP and non-GAAP financial measures as follows:

GAAP

Non-GAAP

Revenue $(millions)

$206 to $218

$206 to $218

Sequential growth (%)

16% to 23%

16% to 23%

Gross Margin (% of Revenue)

25.0% to 29.0%

27.0% to 31.0%

Operating Expense (% of Revenue)

22.6% to 24.6%

20.3% to 22.3%

Tax Rate (%)

14% to 20%

14% to 20%

Shares (million)

47.4

47.4

Strategy: Profitable Growth

Page 24

25

A Strong Global Partnership

A Winning Combination

* 2012 Pro Forma Financials = 3Q 2012 YTD plus mid-point of 4Q 2012 guidance

2012 Revenue

$634m*

2012 Gross Margin

25.1%

High volume Discrete,

Analog and Logic products

Cost efficient packaging

capabilities

Strong global presence

Broad product and customer

base

Consumer, computing  and

industrial focus

Expanded  application

platform  and broader

Analog footprint

Manufacturing synergies

Operating synergies

End equipment

diversification

Expanded customer base

and distribution channels

Expanded Asian  position

SYNERGIES

+

=

2012 Revenue

$142m*

2012 Gross Margin

27.5%

Solid  Standard Linear and  

Power Management offering

Strong AC/DC Solutions for

Switch-Mode Power Supply

chargers and adaptors

Cost effective China wafer

fab capability and capacity

Extensive China-based

development team

Strong China-local market 

position.

26

BCD Fits Diodes’

M&A Strategy

MUST HAVE’s

Synergistic with Diodes’

packaging capabilities and capacity

PLUS FACTORS

Accretive in 1 year

Enter new product area

Increase existing product portfolio

Gain access to process and/or packaging technology

Strengthen regional sales potential

1

1

1

1

2

1

Degree of

FIT

1=Very synergistic, 2=Synergistic, 3=Fairly Synergistic

26

Diodes Strategy: Profitable Growth

Page 27

is another key milestone

Thank you

Company Contact:

Diodes Incorporated

Laura Mehrl

Director of Investor Relations

P: 972-987-3959

E: laura_mehrl@diodes.com

Investor Relations Contact:

Shelton Group

Leanne K. Sievers

EVP, Investor Relations

P: 949-224-3874

E: lsievers@diodes.com

www.diodes.com

Diodes was named one of

the 10 Best Stocks of the

Past 20 Years –

March 2012