Business Context and Reporting Period
This Form 8-K Current Report was filed by Super Micro Computer, Inc. (SMCI) on April 5, 2022, covering events occurring on April 1, 2022. The filing primarily addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to director compensation:
- Annual Retainer: $60,000 for non-employee directors.
- Committee Retainers: $15,000 (Audit), $10,000 (Compensation), and $7,500 (Nominating and Corporate Governance) per committee.
- Meeting Fees: $2,000 per meeting for attendance beyond regular meetings and the first 10 additional meetings.
- Equity Compensation: Annual grant of Restricted Stock Units (RSUs) valued at $220,000.
Material Changes
The Board of Directors increased the authorized number of directors from seven to eight. Consequently, Judy Lin was appointed as a Class II director to fill the vacancy. Her term is set to expire at the annual meeting of stockholders following fiscal year 2023. She was also appointed to the Nominating and Corporate Governance Committee.
Outlook, Risks, and Management Commentary
Management commentary indicates that Ms. Lin was selected due to her 30 years of experience in the disk drive industry and her background in technology innovation, product development, and global operations. The Governance Committee concluded she would add valuable perspective to the Board. No specific risks, contingencies, or unusual items were disclosed in this filing.
Investor Verification Checklist
- Verify the effective date of Judy Lin's appointment (April 1, 2022) and her term expiration.
- Confirm the total number of directors on the Board is now eight.
- Review the attached Press Release (Exhibit 99.1) for additional context on the appointment.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.