Business Context and Reporting Period
This Form 8-K was filed by GSI Technology, Inc. on June 13, 2008, reporting events occurring on June 9, 2008. The filing focuses on the adoption of a new executive compensation plan rather than reporting periodic financial results.
Key Financial Metrics
The filing does not provide current revenue, profit, cash flow, margins, debt, or liquidity figures. The only financial data disclosed relates to the target bonus amounts under the newly adopted 2009 Variable Compensation Plan:
- CEO Target Bonus: $54,144 (Lee-Lean Shu)
- Other Executive Target Bonus: $25,000
Material Changes
The primary material change is the adoption of the 2009 Variable Compensation Plan by the Compensation Committee. This plan replaces or supplements prior arrangements for fiscal year 2009 (ending March 31, 2009). Key structural changes include:
- Performance Metrics: 40% of the bonus is tied to targeted net revenues, and 60% is tied to targeted operating income.
- Thresholds: Net revenues and operating income must reach at least 85% of targets for any bonus component to be payable.
- Maximum Payout: Bonuses can reach up to 200% of the target if performance goals are exceeded.
- Vesting Schedule: 60% vests on the last business day of April 2009; the remaining 40% vests in 20% increments over the following two years, contingent on continued employment.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance, management commentary on market conditions, or specific risk factors beyond the standard contingencies of the compensation plan. The plan itself introduces a contingency where executive compensation is directly dependent on achieving specific fiscal 2009 operating results.
Investor Verification Checklist
- Verify the specific numerical targets for net revenues and operating income for fiscal 2009, as these are not disclosed in this filing.
- Confirm the eligibility criteria for "certain other officers" mentioned in the plan.
- Review the full text of the 2009 Variable Compensation Plan (Exhibit 10.1) for detailed vesting conditions and clawback provisions.
- Check subsequent filings for actual fiscal 2009 performance against the 85% threshold and target levels.