Executive Change

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): May 31, 2022     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)   Registrant’s Telephone Number, Including Area Code: 972 987-3900     (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, Par Value $0.66 2/3   DIOD   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.   On May 31, 2022, Diodes Incorporated (the “Company”) and Dr. Keh-Shew Lu, the Company’s Chairman, President and Chief Executive Officer (the "Employee"), entered into Amendment No. 2 to the Employment Agreement between the Company and Dr. Lu dated as of July 21, 2015 ("Employment Agreement").   The Employment Agreement is amended as follows: a. Section 2.1(i) is entire l y amended and restated to read as follows: “ an annual base salary of $760,000 , subject to such periodic changes, if any , as the Board of Directors may determine , l ess any app li cable deduction therefrom for income tax or other applicable withholdings, payable in accordance with the Company’s standard practices and proc ed ures; ” b. Section 3.1 is entire l y amended and restated to read as follows: “Term. Unless sooner terminated pursuant to Section 3.2 or due to Employee’s death, the term of the Employee’s employment by the Company under Section 1.1 shall commence on the date hereof and shall end on May 31, 2027 (the “Term”).” c. In Section 3.3(a), reference to the Company’s 2013 Equity Incentive Plan shall be replaced with reference to the Company’s 2022 Equity Incentive Plan.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits.   Exhibit Number Description 99.1 Amendment No. 2 to Employment Agreement, between Diodes Incorporated and Dr. Keh-Shew Lu, effective as of May 31, 2022 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.             Dated: June 1, 2022   DIODES INCORPORATED           By   /s/ Brett R. Whitmire         Brett R. Whitmire         Chief Financial Officer