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Supermicro logoSupermicro SMCI

The company said its Board fixed the number of directors at nine (9) on August 15, 2024 and appointed Ms. Susie Giordano as a Class III director the same day to fill the vacancy created by the increase. Her term expires at the annual stockholders meeting held after fiscal 2024.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said its Board fixed the number of directors at nine (9) on August 15, 2024 and appointed Ms. Susie Giordano as a Class III director the same day to fill the vacancy created by the increase. Her term expires at the annual stockholders meeting held after fiscal 2024.

  2. The company said Susie Giordano has more than 25 years of experience advising executive management and boards of directors. She worked at Intel for about 11 years, most recently as general counsel (interim). She also served as vice president and managing director of Intel Capital.

  3. The company said Ms. Giordano is entitled to its standard non-employee director compensation. It said non-employee directors receive an annual retainer of $60,000, paid quarterly in cash, and annual equity awards valued at $255,000. The initial equity award is 100% RSUs, and initial RSU grants upon election as a director are also prorated.

  4. The company said non-chairperson directors on its Audit, Compensation and Nominating and Corporate Governance Committees receive an additional annual retainer of $15,000, $10,000 and $7,500, respectively. It said directors may receive $2,000 per meeting for meetings held beyond the regular meetings and up to 10 additional meetings.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Board Fixes Number of Directors at 9 and Appoints Susie Giordano

The company said its Board fixed the number of directors at nine (9) on August 15, 2024 and appointed Ms. Susie Giordano as a Class III director the same day to fill the vacancy created by the increase. Her term expires at the annual stockholders meeting held after fiscal 2024.

Source · Based on the filing body and exhibits

Susie Giordano's Experience

The company said Susie Giordano has more than 25 years of experience advising executive management and boards of directors. She worked at Intel for about 11 years, most recently as general counsel (interim). She also served as vice president and managing director of Intel Capital.

Source · Based on the filing body and exhibits

Non-Employee Director Compensation Structure

The company said Ms. Giordano is entitled to its standard non-employee director compensation. It said non-employee directors receive an annual retainer of $60,000, paid quarterly in cash, and annual equity awards valued at $255,000. The initial equity award is 100% RSUs, and initial RSU grants upon election as a director are also prorated.

Source · Based on the filing body and exhibits

Additional Committee Retainers and Meeting Fees

The company said non-chairperson directors on its Audit, Compensation and Nominating and Corporate Governance Committees receive an additional annual retainer of $15,000, $10,000 and $7,500, respectively. It said directors may receive $2,000 per meeting for meetings held beyond the regular meetings and up to 10 additional meetings.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.