Diodes Incorporated (NASDAQ: DIOD) Chairman Lu exits board, Angie Chen Button named Chairwoman
Rhea-AI Filing Summary
Diodes Incorporated reported that longtime Chairman Dr. Keh‑Shew Lu received more withheld than for votes in his re‑election to the Board at the 2026 annual meeting. In response, he voluntarily resigned from the Board, effective immediately, stating his decision was based on the voting outcome and related circumstances and not on any disagreement over operations, policies or practices. He will remain with the company as Special Advisor to the CEO.
Following his resignation, the Board elected Angie Chen Button as Chairwoman. Stockholders elected the remaining six director nominees, approved the company’s executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026.
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Insights
Board leadership shifts as Lu exits, but governance processes appear intact.
Diodes Incorporated shows its governance mechanisms at work. After Dr. Keh‑Shew Lu received more withheld than for votes in an uncontested director election, he chose to resign from the Board and Chair role rather than go through the company’s Director Resignation Policy review process.
The filing explicitly notes his resignation was voluntary and not due to disagreements on operations, policies or practices, and that he will remain as Special Advisor to the CEO. This suggests continuity of strategic input while separating him from formal board oversight.
Leadership responsibility transitions to Angie Chen Button, previously Lead Director and chair of key committees, who becomes Chairwoman. Shareholders also backed the executive compensation program and re‑ratified PricewaterhouseCoopers LLP as auditor, indicating broad support for the company’s overall governance and oversight framework.
8-K Event Classification
Key Figures
Key Terms
Director Resignation Policy regulatory
broker non-votes financial
independent registered public accounting firm financial
Regulation FD Disclosure regulatory
advisory basis financial
emerging growth company regulatory
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On May 11, 2026, at the 2026 Annual Meeting of Stockholders of Diodes Incorporated (the “Company”), Dr. Keh-Shew Lu, a nominee for re-election to the Company’s Board of Directors (the “Board”), received a greater number of votes “withheld” from his election than votes “for” his election. Pursuant to the Company’s Director Resignation Policy, any director nominee in an uncontested election who receives a greater number of votes “withheld” than votes “for” is required to tender his or her resignation to the Board for its consideration, following review and recommendation by the Governance and Stockholder Relations Committee of the (the “Governance Committee”) Board in accordance with the policy.
Following certification of the voting results from the 2026 Annual Meeting of Stockholders, and in light of the voting outcome described above, Dr. Lu informed the Company that, rather than tendering a resignation for consideration under the Director Resignation Policy, he was voluntarily resigning from the Board of Directors effective immediately. Dr. Lu indicated that, after considering the voting results and the circumstances surrounding his re-election, he believed it was appropriate to step down from the Board immediately rather than remain in office pending the review process contemplated by the Director Resignation Policy.
Dr. Lu’s resignation was voluntary and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
As a result of Dr. Lu’s voluntary resignation, it was not necessary for the Governance Committee and the Board to conduct the review and recommendation procedures contemplated by the Director Resignation Policy.
Dr. Lu will remain an employee of the Company, serving as Special Advisor to the Chief Executive Officer.
Appointment of Chairperson
Following Dr. Lu’s resignation, on May 11, 2026, the Board appointed Ms. Angie Chen Button as Chairwoman of the Board.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Results of the Annual Meeting
The Company submitted the following matters to a vote of its security holders at the Company’s 2026 annual meeting of stockholders on May 11, 2026, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 1, 2026: (1) the election of seven persons to the Board of Directors of the Company, each to serve until the next annual meeting of stockholders and until their respective successors have been elected and qualified; (2) the approval, on an advisory basis, of the Company’s executive compensation; and (3) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The results set forth below represent the final voting results as certified by the Inspector of Elections.
1. Election of Directors:
The stockholders elected the following seven directors: Elizabeth Bull, Angie Chen Button, Warren Chen, Keh-Shew Lu, Phillip J. Ritter, Huey-Jen (Jenny) Su, and Gary Yu. 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 are as follows:
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Elizabeth Bull |
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For: |
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41,527,713.36 |
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Withhold: |
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100,550.00 |
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Broker Non-Votes: |
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2,168,205.00 |
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Angie Chen Button |
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For: |
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38,060,164.36 |
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Withhold: |
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3,568,099.00 |
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Broker Non-Votes: |
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2,168,205.00 |
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Warren Chen |
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For: |
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41,395,960.36 |
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Withhold: |
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232,303.00 |
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Broker Non-Votes: |
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2,168,205.00 |
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Keh-Shew Lu |
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For: |
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3,455,889.36 |
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Withhold: |
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38,172,374.00 |
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Broker Non-Votes: |
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2,168,205.00 |
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Phillip J. Ritter |
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For: |
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41,555,416.36 |
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Withhold: |
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72,847.00 |
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Broker Non-Votes: |
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2,168,205.00 |
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Huey-Jen (Jenny) Su |
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For: |
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37,365,134.36 |
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Withhold: |
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4,263,129.00 |
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Broker Non-Votes: |
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2,168,205.00 |
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Gary Yu |
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For: |
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41,508,262.36 |
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Withhold: |
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120,001.00 |
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Broker Non-Votes: |
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2,168,205.00 |
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 the compensation of the Company’s named executive officers on an advisory basis are as follows:
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40,852,983.50 |
Against: |
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740,622.00 |
Abstain: |
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34,657.86 |
Broker Non-Votes: |
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2,168,205.00 |
3. 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 PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 are as follows:
For: |
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43,750,342.36 |
Against: |
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23,923.00 |
Abstain: |
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22,203.00 |
Broker Non-Votes: |
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Item 7.01 Regulation FD Disclosure
On May 12, 2026, the Company issued a press release announcing the retirement of Dr. Lu from the Company’s Board of Directors. A copy of the press release is attached as Exhibit 99.1.
The information furnished in this Item 7.01, including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.
Item 9.01 Financial Statements and Exhibits
Exhibit Number |
Description |
99.1 |
Press release dated May 12, 2026, announcing Retirement of Chairman Dr. Keh-Shew Lu and Election of Angie Chen Button as Chairwoman of the Board |
Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Dated: May 11, 2026 |
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DIODES INCORPORATED |
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By |
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/s/ Brett R. Whitmire |
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Brett R. Whitmire |
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Chief Financial Officer |
Exhibit 99.1
Diodes Incorporated Announces Retirement of Chairman Dr. Keh-Shew Lu and Election of Angie Chen Button as Chairwoman of the Board
Plano, Texas – May 12, 2026 -- Diodes Incorporated (Diodes) (Nasdaq: DIOD) today announced that Dr. Keh-Shew Lu has retired as Chairman of the Board of Directors, effective immediately, following more than 25 years of distinguished service to the Company. The Board of Directors has elected Ms. Angie Chen Button to serve as Chairwoman of the Board.
Retirement of Dr. Keh-Shew Lu
Dr. Lu joined Diodes in June 2005, when the Company had annual revenue of approximately $215 million. Over the course of his tenure, Dr. Lu played a central role in scaling the business by more than 500%, establishing Diodes as a leading, multibillion-dollar semiconductor company. Under his leadership, the Company successfully completed ten strategic acquisitions, navigated multiple industry cycles, including a global pandemic, and maintained a record of consistent profitability now spanning 34 consecutive years.
“Dr. Lu’s contributions to Diodes over the past two decades have shaped this Company in lasting ways,” stated Gary Yu, CEO and President of Diodes Incorporated. “On behalf of the entire Board and our global workforce, we extend our deepest gratitude to Dr. Lu for his exceptional service and leadership.”
Election of Angie Chen Button as Chairwoman
Following Dr. Lu’s retirement, the Board has elected Ms. Angie Chen Button as Chairwoman of the Board. Ms. Button joined the Diodes Board in April 2021 as an independent director and has served as Lead Director since May 2023, during which time she has helped strengthen independent Board oversight, facilitated effective communication between independent directors and management, and advanced the Board’s focus on strategic priorities and long-term value creation. She previously served as Chair of both the Governance and Stockholder Relations Committee and the Compensation Committee.
Ms. Button brings a unique combination of industry, financial, and public-sector experience to the role. She has served in the Texas House of Representatives since 2009 and currently chairs the Trade, Workforce, and Economic Development Committee. Her legislative career has included leadership of multiple key committees as well as service on budget and taxation committees. She has been recognized as a “Top 10 Best Legislator” by Texas Monthly in both 2021 and 2023 and has received several distinguished leadership awards.
Earlier in her career, Ms. Button spent over 30 years at Texas Instruments in roles spanning audit, finance, procurement, business development, and international marketing. She has also brought valuable governance experience through her service on the Audit Committee of the Dallas Area Rapid Transit Board.
“It is a privilege to assume the role of Chairwoman of Diodes,” said Ms. Button. “I am committed to building on the Company’s strong track record of execution by working collaboratively with the Board and leadership team to support continued growth, innovation and long-term value creation.”
Mr. Yu further commented, “I’ve had the privilege of working closely with Angie and have seen firsthand her thoughtful leadership and strong commitment to the Company. Her deep semiconductor industry background, combined with her extensive legislative and governance experience, makes her exceptionally well positioned to lead our Board as we continue to execute our strategy and drive continued revenue and earnings growth.”
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), delivers high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. We leverage our expanded product portfolio of analog and power solutions combined with a flexible hybrid manufacturing model that meet customers’ needs. Our broad range of application-specific products, delivered through a total solutions sales approach and supported by global operations including engineering, testing, manufacturing, and customer service, enable us to be a premier provider for high-growth markets. For more information, visit www.diodes.com.
The Diodes logo is a registered trademark of Diodes Incorporated in the United States and other countries.
© 2026 Diodes Incorporated. All Rights Reserved.
Company Contact: |
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Investor Relations Contact: |
Diodes Incorporated |
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Shelton Group |
Gurmeet Dhaliwal |
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Leanne Sievers |
Vice President, Corporate Marketing & IR |
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President, Investor Relations |
P: 408-232-9003 |
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P: 949-224-3874 |
E: Gurmeet_Dhaliwal@diodes.com |
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E: lsievers@sheltongroup.com |