Sector: Information Technology
DIODES INC · Meeting: May 11, 2026
Directors FOR
3
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Dr. Lu has served since 2001 and the company's 3-year stock return (+9.2%) trails the compensation peer group median (+65.6%) by 56.4 percentage points, well above the 35-point threshold that triggers an against vote for low-positive absolute returns; additionally, the proxy discloses he was the only director who failed to attend at least 75% of board and committee meetings in 2025, and he has a familial relationship with CEO Gary Yu (Yu is married to Lu's niece), raising independence concerns.
Ms. Button has served since 2021 (more than 24 months), and the company's 3-year stock return trails the peer group median by 56.4 percentage points, exceeding the 35-point threshold; the 5-year gap of 52.3 points also exceeds the 35-point threshold for the low-positive absolute 5-year TSR tier, so the 5-year mitigant does not apply and the against vote is confirmed.
Mr. Chen has served since 2020 (more than 24 months), and the company's 3-year stock return trails the peer group median by 56.4 percentage points, exceeding the 35-point threshold; the 5-year gap of 52.3 points also exceeds the applicable threshold, so the 5-year mitigant does not apply and the against vote is confirmed.
Mr. Yu has served as a director since January 2024, which is just over 24 months at the time of the May 2026 meeting, making the TSR trigger applicable; the company's 3-year stock return trails the peer group median by 56.4 percentage points, exceeding the 35-point threshold, and the 5-year gap also exceeds the applicable threshold so the mitigant does not apply; additionally, Yu is married to the niece of Chairman Dr. Lu, a familial relationship to senior management that raises governance concerns, independent of the Say on Pay vote.
For Analysis
Ms. Bull joined the board in 2023, which is within 24 months for the 3-year TSR measurement window, so she is exempt from the TSR underperformance trigger; she has relevant financial expertise as former CFO and former VP/Treasurer of Texas Instruments, serves as audit committee financial expert, and no other policy flags apply.
Mr. Ritter is a new nominee with no prior board tenure, so he is exempt from the TSR underperformance trigger; he brings relevant experience in semiconductor policy, legal, and public affairs from two decades at Texas Instruments, and no other policy flags apply.
Dr. Su joined the board in February 2025, which is well within the 24-month exemption window, so she is exempt from the TSR underperformance trigger; her academic and leadership background is relevant and no other policy flags apply.
Four of seven nominees trigger the TSR underperformance policy: the company's 3-year stock return of +9.2% trails the compensation peer group median of +65.6% by 56.4 percentage points, well above the 35-point threshold for low-positive absolute returns, and the 5-year gap of 52.3 points also exceeds the threshold, so the mitigant does not apply for any long-tenured director. Dr. Lu additionally fails the 75% meeting attendance test and has a familial tie to the CEO. New nominee Philip Ritter and recently appointed directors Elizabeth Bull and Huey-Jen Su are exempt from the TSR trigger and receive FOR votes.
CEO
Gary Yu
Total Comp
$4,331,731
Prior Support
96%%
CEO Gary Yu received total compensation of approximately $4.3 million in 2025, which is reasonable for the CEO of a $4.4 billion Information Technology company and does not appear to exceed benchmarks by a threshold that would trigger a No vote. The pay program is appropriately structured with roughly 63% of total direct compensation in variable equity awards (50% performance-based stock awards and 50% time-based restricted stock units) and a meaningful annual cash bonus tied to pre-set financial targets, satisfying the policy's requirement for at least 50-60% variable pay. The prior year Say on Pay vote received 96% support, well above the 70% threshold, and the company's incentive pay is not clearly misaligned given that the 2025 performance-stock award cycle for 2023-2025 paid out at zero due to the operating income target not being met, demonstrating that the performance conditions have real teeth.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big Four firm and appropriate for a company of DIOD's size and complexity; auditor tenure is not disclosed in the provided proxy text so the tenure trigger cannot fire, and no fee table data was included in the extracted text to calculate a non-audit fee ratio, so per policy we default to FOR in the absence of confirmed data triggering a No vote.
Meeting held May 11, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Phillip J. Ritter | 99.8% | 41.6M | 72,847 | ✓ Elected |
| Elizabeth Bull | 99.8% | 41.5M | 100,550 | ✓ Elected |
| Gary Yu | 99.7% | 41.5M | 120,001 | ✓ Elected |
| Warren Chen | 99.4% | 41.4M | 232,303 | ✓ Elected |
| Angie Chen Button | 91.4% | 38.1M | 3.6M | ✓ Elected |
| Huey-Jen (Jenny) Su | 89.8% | 37.4M | 4.3M | ✓ Elected |
| Keh-Shew Lu | 8.3% | 3.5M | 38.2M | ✓ Elected |
Broker non-votes: 2.2M
Say on Pay
For 40.9M · Against 740,622 · Abstain 34,657
Auditor Ratification
For 43.8M · Against 23,923 · Abstain 22,203
The 2026 Diodes ballot presents a mixed picture: Say on Pay earns a FOR vote given a well-structured, largely performance-based compensation program and a 96% prior-year approval, while auditor PricewaterhouseCoopers also receives a FOR vote as a Big Four firm with no disclosed fee or tenure concerns. However, four of seven director nominees — Keh-Shew Lu, Angie Chen Button, Warren Chen, and Gary Yu — receive AGAINST votes because the company's 3-year stock return of +9.2% trails the compensation peer group median by 56.4 percentage points, far exceeding the policy trigger, with no 5-year mitigant available; Dr. Lu also fails the 75% meeting attendance test and both Lu and Yu have a familial relationship that raises governance concerns.
15 companies disclosed in 2026 proxy filing
