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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
Date of report (date of earliest event reported): August
18, 2026
GSI
Technology, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware | |
001-33387 | |
77-0398779 |
(State
or other jurisdiction of incorporation) | |
(Commission
File No.) | |
(I.R.S.
Employer Identification
No.) |
1213
Elko Drive
Sunnyvale,
California 94089 |
(Address of principal executive
offices) |
Registrant’s telephone number, including
area code:
(408)
331-8800
| 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 (see
General Instruction A.2. below): |
| ¨ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered: |
| Common
Stock, $0.001 par value |
|
GSIT |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 1.01 Entry into a Material Definitive Agreement.
On August 18, 2026, GSI Technology Taiwan Inc., a wholly-owned
subsidiary of GSI Technology, Inc. (the “Company”), entered into a Factory Lease Agreement (the “Lease Agreement”)
with Tai Yuen Textile Co., Ltd. (the “Lessor”) extending the existing lease of the Company’s 25,250 square foot
facility in Chu-Pei City, Taiwan (the “Premises”). The Company uses the Premises as the primary office and operations facility
for its Taiwan subsidiary.
The Lease Agreement provides for a lease term of three (3) years,
commencing on September 1, 2026 and expiring on August 31, 2029. Monthly rent, inclusive of tax, under the Lease Agreement is
NT$605,640 (approximately US$19,015).
The Lease Agreement is an English translation of the original agreement,
which was executed in Chinese.
The foregoing description of the Lease Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Lease Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on August 20, 2026.
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 | |
| 15,450,100 | | |
| 753,629 | | |
| 9,535,179 | |
| Haydn Hsieh | |
| 15,086,815 | | |
| 1,116,914 | | |
| 9,535,179 | |
| Ruey L. Lu | |
| 14,807,220 | | |
| 1,396,509 | | |
| 9,535,179 | |
| Lee-Lean Shu | |
| 15,458,859 | | |
| 744,870 | | |
| 9,535,179 | |
| Ronald R. Steger | |
| 15,453,726 | | |
| 750,003 | | |
| 9,535,179 | |
| 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, 2027, with the votes cast as follows: |
| Votes For: | |
| 25,328,122 | |
| Votes Against: | |
| 236,149 | |
| Abstentions: | |
| 174,637 | |
| Broker Non-Votes: | |
| 0 | |
| 3. | The Company’s stockholders approved an advisory (non-binding) resolution regarding the fiscal 2026 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: | |
| 15,296,402 | |
| Votes Against: | |
| 868,466 | |
| Abstentions: | |
| 38,861 | |
| Broker Non-Votes: | |
| 9,535,179 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Factory Lease Agreement, dated August 18, 2026, by and between GSI Technology Taiwan Inc. and Tai Yuen Textile Co., Ltd. (English translation) |
| 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.
Date: August 21, 2026
| |
GSI Technology, Inc. |
| |
|
| |
By: |
/s/
Douglas M. Schirle |
| |
|
Douglas M. Schirle |
| |
|
Chief Financial Officer |
