[8-K] GSI Technology Reports Material Event

Rhea-AI Filing Summary

GSI Technology stockholders elected five directors to the board: Elizabeth Cholawsky, Haydn Hsieh, Ruey L. Lu, Lee-Lean Shu and Ronald R. Steger. The filing reports the vote tallies for each nominee, showing more than 12 million votes in favor for each director and notable broker non-votes of 6,103,899 across the director elections. Stockholders also ratified the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending March 31, 2025, and approved an advisory (non-binding) resolution on executive compensation as disclosed in the proxy. The filing does not disclose the vote counts for the auditor ratification or the advisory compensation vote.

Positive

• Five directors were elected with each nominee receiving over 12 million affirmative votes
• BDO USA, P.C. was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2025
• Advisory (non-binding) vote on executive compensation was approved as disclosed in the proxy statement

Negative

• Vote tallies for the auditor ratification and the advisory compensation vote are not disclosed, reducing transparency
• Significant broker non-votes (6,103,899) were recorded in the director elections, indicating many shares were not voted by brokers

Insights

Corporate Governance Expert

TL;DR: Board slate elected with strong affirmative votes; auditor ratified and advisory pay vote approved, but vote details are partially omitted.

The election results show clear shareholder support for the five nominees, each receiving over 12 million affirmative votes. The presence of 6,103,899 broker non-votes indicates a significant portion of shares were held by brokers who did not vote on director elections, which can affect contested outcomes but did not prevent these nominees from receiving majority support. Ratification of BDO USA, P.C. and approval of the advisory compensation resolution are routine governance matters; however, the filing omits the numerical tallies for those two votes, limiting transparency about the level of opposition or abstention on those items.

Securities Analyst

TL;DR: Routine corporate housekeeping completed; missing vote detail for key items reduces disclosure quality.

From an investor perspective, the outcomes are standard: directors elected and auditor ratified, and a non-binding say-on-pay passed. The director vote counts provided demonstrate majority support with small numbers of abstentions (ranging from 65,007 to 203,836 per nominee). The absence of vote totals for the auditor ratification and advisory compensation resolution prevents full assessment of shareholder sentiment on governance and auditor oversight.

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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 21, 2025

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 Number)		(I.R.S. Employer Identification No.)

1213 Elko Drive
Sunnyvale, California 94089

(Address of Principal Executive Offices) (Zip Code)

(408) 331-8800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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))

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 (§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.

(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

FAQ

Who was elected to GSI Technology's (GSIT) Board of Directors?

Stockholders elected Elizabeth Cholawsky, Haydn Hsieh, Ruey L. Lu, Lee-Lean Shu and Ronald R. Steger to the board.

How many votes did GSIT director nominees receive?

Each director received over 12 million affirmative votes; abstentions ranged from 65,007 to 203,836; broker non-votes were 6,103,899.

Was GSIT's auditor ratified?

Yes. Stockholders ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending March 31, 2025, but the filing does not provide the vote counts.

What was the result of the advisory vote on executive compensation at GSIT?

The advisory (non-binding) resolution regarding fiscal 2025 executive compensation was approved as disclosed in the proxy statement; the filing does not disclose the vote totals.

Are there any disclosure gaps in this 8-K for GSIT?

Yes. The filing omits the numerical vote counts for the auditor ratification and the advisory compensation vote.