Diodes (DIOD) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 11, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Board recommends voting FOR all proposals, including seven director nominees, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• Proxy materials are available online, with options for electronic or printed delivery, and voting can be done online, by phone, or by mail.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory vote on executive compensation, and ratification of PwC as auditor for 2026.

• No shareholder proposals or nominations were received for this meeting.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven directors, with one retiring and a new nominee proposed.

• Four standing committees: Audit, Compensation, Governance and Stockholder Relations, and Risk Oversight.

• Majority of directors are independent under Nasdaq rules; committee charters and governance policies are available online.

• Board diversity and director nomination criteria emphasize integrity, leadership, independence, and broad experience.

• Director resignation policy requires any director not receiving a majority of votes to tender resignation.