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0000950123-10-053746.txt : 201005270000950123-10-053746.hdr.sgml : 2010052720100527171033ACCESSION NUMBER:0000950123-10-053746CONFORMED SUBMISSION TYPE:8-KPUBLIC DOCUMENT COUNT:29CONFORMED PERIOD OF REPORT:20100524ITEM INFORMATION:Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain OfficersITEM INFORMATION:Submission of Matters to a Vote of Security HoldersITEM INFORMATION:Regulation FD DisclosureITEM INFORMATION:Financial Statements and ExhibitsFILED AS OF DATE:20100527DATE AS OF CHANGE:20100527

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:DIODES INC /DEL/CENTRAL INDEX KEY:0000029002STANDARD INDUSTRIAL CLASSIFICATION:SEMICONDUCTORS & RELATED DEVICES [3674]IRS NUMBER:952039518STATE OF INCORPORATION:DEFISCAL YEAR END:1231

FILING VALUES:FORM TYPE:8-KSEC ACT:1934 ActSEC FILE NUMBER:002-25577FILM NUMBER:10863463

BUSINESS ADDRESS:STREET 1:15660 NORTH DALLAS PARKWAYSTREET 2:SUITE 850CITY:DALLASSTATE:TXZIP:75248BUSINESS PHONE:972-385-2810

MAIL ADDRESS:STREET 1:15660 NORTH DALLAS PARKWAYSTREET 2:SUITE 850CITY:DALLASSTATE:TXZIP:75248

8-K1d73352e8vk.htmFORM 8-K

e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934

May24, 2010
Date of Report (Date of earliest event reported)

DIODES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation)

002-25577
(Commission File Number)

95-2039518
(I.R.S. Employer
Identification No.)

15660 Dallas Parkway, Suite850
Dallas, Texas
(Address of principal executive offices)

75248
(Zip Code)

(972)385-2810
(Registrants telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy thefiling obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation

On May24, 2010, the Compensation Committee of the Board of Directors of Diodes Incorporated (theCompany), in connection with its annual review of executive compensation, (i)determined the 2010base salaries of the Companys principal executive officer, principal financialofficer and three other most highly compensated executive officers during 2009(collectively, the NEOs) and (ii)granted non-qualified stock options (NQSOs) and restricted stock units (RSUs) tosuch NEOs as follows:

Name and Position Base Salary Stock Options (1) RSUs (1)

Dr.Keh-Shew Lu
$ 397,000 196,000

President and Chief Executive Officer

Richard D. White
$ 202,000 39,000 7,800

Chief Financial Officer, Secretary and Treasurer

Mark A. King
$ 238,000 39,000 7,800

Senior Vice President, Sales and Marketing

Joseph Liu
$ 253,000 17,000 5,600

Senior Vice President, Operations

Edmund Tang
$ 196,000 28,000 7,800

Vice President, Corporate Administration

Carl C. Wertz
$ 170,000 4,500 2,000

Vice President, Finance and Investor Relations

(1) The NQSOs and RSUs were granted on May24, 2010. Such NQSOs are first exercisable, and such RSUs will vest, in four equalannual installments, commencing on the first anniversary of the dateof grant. The exercise price of the NQSOs is $19.28, which is the closing price of the Companys common stock on May24, 2010.

Board Compensation

On May24, 2010, the Compensation Committee of the Board of Directors of the Company, in connectionwith its annual review of Board compensation, determined that (i)the annual cash retainerfor each non-employee director would be $80,000; (ii)the additional annual cash retainer forthe Chairman and all other members of the Audit Committee would be $20,000 and $10,000,respectively; and (iii)the 2010 annual awards of RSUs to the Chairman, the Vice Chairman and allother non-employee directors would be 29,000, 19,900 and 5,800 shares, respectively. The RSUs weregranted on May24, 2010 and will vest in four equal annual installments, commencing on the firstanniversary of the date of grant. There will be no other payments for any directoractivities, except for reimbursement for all costs and expenses incurred for attendance at Board ofDirectors meetings. The Board of Directors of the Company, however, may modify such compensationfor each director in the future.

Item5.07. Submission of Matters to a Vote of Security Holders.

The Company submitted to a vote of its security holders at its 2010 annual meeting of stockholders(the Annual Meeting) on May24, 2010, the election of the members of the Board of Directors ofthe Company. The directors were each elected to serve until the 2011 annual meeting of stockholdersor until their successors are elected and have qualified. The final results of the vote for eachnominee for director of the Company are as follows:

C.H. Chen,

For: 26,175,686

Director

Withheld: 11,721,304

Michael R. Giordano,

For: 36,712,528

Director

Withheld: 1,184,462

L.P. Hsu,

For: 37,539,313

Director

Withheld: 357,677

Keh-Shew Lu,

For: 36,430,716

Director

Withheld: 1,466,274

Raymond Soong,

For: 33,288,327

Director

Withheld: 4,608,663

John M. Stich,

For: 37,543,234

Director

Withheld: 353,756

Michael K.C. Tsai,

For: 36,851,805

Director

Withheld: 1,045,185

The Company also submitted to a vote of its security holders at the Annual Meeting,the appointment of Moss Adams LLP as the Companys independent registered public accounting firmfor the fiscal year ending December31, 2010. The final result of the voting was as follows:40,374,164 shares voted in favor of the proposal, 917,474 shares voted against, 111,743 sharesabstained from voting on the proposal, and no broker non-votes with respect to this proposal werereceived.

Item7.01. RegulationFD Disclosure.

On May24, 2010, Dr.Keh-Shew Lu, the Companys President and Chief Executive Officer, gave a briefspeech during the opening bell ceremony at the Nasdaq Stock Exchange. A copy of the speech scriptis attached as Exhibit99.1 to this Report.

On May24, 2010, the Company held its Annual Meeting. A copy of the presentation slides for theAnnual Meeting is attached as Exhibit99.2 to this Report.

On May24, 2010, the Company held a presentation for certain institutional investors (the Investors Presentation).A copy of the presentation slides is attached as Exhibit99.3 to this Report.

On May25, 2010, the Company issued a press release announcing the election of Mr.Michael K.C.Tsai to the Board of Directors of the Company, and the retirement of Dr.Shing Mao from the Boardof Directors of the Company. A copy of the press release is attached as Exhibit99.4 tothis Report.

The information in this Item7.01, including Exhibit99.1, Exhibit99.2,Exhibit99.3, and Exhibit99.4, will not be treated as filed for the purposes ofSection18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to theliabilities of that section. This information will not be incorporated by reference into a filingunder the Securities Act of 1933, or into another filing under the Exchange Act, unless that filingexpressly refers to specific information in this Report. The furnishing of the information in thisItem7.01 is not intended to, and does not, constitute a representation that such furnishing isrequired by RegulationFD or that the information in this Item7.01 is material information that isnot otherwise publicly available.

In the foregoing presentations, the Company utilized financial measures and terms not calculated in accordancewith generally accepted accounting principles in the United States (GAAP) in order to providestockholders with an alternative method for assessing its operating results in a manner thatenables stockholders to more thoroughly evaluate its current performance as compared to pastperformance. The Company also believes these non-GAAP measures provide stockholders with a moreinformed baseline for modeling its future financial performance. The Companys management usesthese non-GAAP measures for the same purpose. The Company believes that its stockholders shouldhave access to, and that it is obligated to provide, the same set of tools that it uses inanalyzing its results. These non-GAAP measures should be considered in addition to results preparedin accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.See Exhibit99.1 to the Companys Form 8-K, filed on May11, 2010, for definitions of the non-GAAPfinancial measures, together with an explanation of why management uses these measures and whymanagement believes that these non-GAAP financial measures are useful to stockholders. In addition,in Exhibit99.1 to the Companys Form 8-K, filed on May11, 2010, it has provided tables toreconcile the non-GAAP financial measures utilized to GAAP financial measures.

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained in the accompanying slides attached asexhibits to this Report, the matters set forth therein are forward-looking statements within themeaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.These forward-looking statements are subject to risks and uncertainties that may cause actualresults to differ materially, including, but are not limited to, such factors as Diodes businessand growth strategy; the introduction and market

reception to new product announcements; fluctuations in product demand and supply; prospects forthe global economy; Diodes ability to continue to introduce new products; Diodes ability to maintain customer andvendor relationships; technological advancements; impact of competitive products and pricing;growth in targeted markets; successful integration of acquired companies and/or assets; Diodesability to successfully make additional acquisitions; risks of domestic and foreign operations;uncertainties in the Auction Rate Securities market; currency exchange rates; availability of taxcredits; UBS settlement may not provide us with the liquidity intended; we may not be able tomaintain our current performance and loadings in our manufacturing facilities; the global economicweakness may be more severe or last longer than we currently anticipated; and other informationdetailed from time to time in Diodes filings with the United States Securities and ExchangeCommission. You should not place undue reliance on these forward-looking statements, which speakonly as of the date of the presentation slides. The Company undertakes no obligation to updatepublicly any forward-looking statements, whether as a result of new information, future events orotherwise.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

99.1

Speech script dated May24, 2010 for the opening bell ceremony at the Nasdaq Stock Exchange

99.2

Presentation slides for the Annual Meeting

99.3

Presentation slides for the Investors Presentation

99.4

Press release dated May25, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly causedthis report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 27, 2010 DIODES INCORPORATED

By /s/ Richard D. White

RICHARD D. WHITE

Chief Financial Officer

EX-99.12d73352exv99w1.htmEX-99.1

exv99w1

Exhibit99.1

Event: Market Open
Date: 5/24/2010
Company: Diodes Incorporated

Good morning, everyone! We are extremely pleased to welcome Diodes IncorporatedsPresident and Chief Executive Officer, Dr Keh-Shew Lu, members of the managementteam and board of directors, employees and all our distinguished guests to ring todaysopening bell right here from the crossroads of the world in Times Square New York.

Diodes is one of 150 NASDAQ OMX listed companies from the great state of Texas. Like other NASDAQOMX listed companies, you truly share a passion for innovation, and your vision and industryleadership continue to inspire us all. We are so excited to have you here today, so lets give around of applause to kick off the ceremony!

(Applause)

Diodes Incorporated is a leading global manufacturer and supplier of high-quality,application-specific standard products within the broad discrete and analog semiconductor markets,serving the consumer electronics, computing, communications, industrial and automotive markets.

Diodes recently reported its first quarter 2010 results which resulted in record revenues andgross profit with guided revenues for the second quarter to continue to set revenue and grossprofit records estimated at $142-$148million or 4-8% sequential growth.

I think we all can agree that these efforts are all the more significant in light of the currenteconomic climate. Companies like Diodes Incorporated are championing the kind of innovativethinking and entrepreneurial spirit that will help lift our global economy and our nation.

Dr Lu, congratulations to you and your management teams continued success. We look forward tocelebrating many more milestones with Diodes and we are proud to be your partnerworking together,driving new ideas, driving growthand this morning, we salute your leadership.

Now, please join me in welcoming Diodes Incorporateds President and Chief Executive Officer,Keh-Shew Lu to the podium.

(Applause)

On behalf of myself, our Board of Directors and management I would like to say we too are veryexcited to participate once again in the Nasdaq opening bell ceremony, which is also in celebrationof our tenth anniversary of trading on the Nasdaq market.

These are certainly exciting times in todays current economic climate and todays event only addsto our excitement.

In May2005 when I was appointed CEO/President of Diodes Inc we participated in an opening bellceremony with Nasdaq representing our 5th anniversary but just as important to participate in aplatform that was and is all about growth and returning added shareholder value.

Our business objective is to consistently achieve profitable growth exceeding the annual industrygrowth by over two x, by utilizing our innovative and cost-effective packaging technology suitedfor

high volume high growth markets and by leveraging our process expertise and design excellenceto deliver market-leading semiconductor products.

Our revenue in 2004 was $185million. Our current analyst revenue estimates for 2010 approximate$586million representing over 200% increase or approximately 22% annual compound growth rateduring the past 5years.

As we now celebrate today our 10th anniversary on Nasdaq we look forward to continue Nasdaq supportwhile we endeavor to grow Diodes to record levels and provide continued profitable growth to ourcompany and Shareholders.

Now we look forward to opening todays market.

EX-99.23d73352exv99w2.htmEX-99.2

exv99w2

Exhibit99.2

Annual Shareholders Meeting

New York City

May 24, 2010

Safe Harbor Statement

Any statements set forth herein that are not historical facts are forward-looking statements that involve risks anduncertainties that could cause actual results to differ materially from those in the forward-looking statements. Suchforward-looking statements include, but are not limited to, statements regarding Diodes' business objective; futurequarterly outlook; and growth strategy and guidance in revenue range, revenue growth, gross profit, gross profit growth,operating expenses, income tax rate range, the number of outstanding shares of Common Stock, and the rate of capitalexpenditure.

Potential risks and uncertainties include, but are not limited to, such factors as Diodes' business and growth strategy;the introduction and market reception to new product announcements; fluctuations in product demand and supply;prospects for the global economy; continue introduction of new products; Diodes' ability to maintain customer and vendorrelationships; technological advancements; impact of competitive products and pricing; growth in targeted markets;successful integration of acquired companies and/or assets; Diodes' ability to successfully make additional acquisitions;risks of domestic and foreign operations; uncertainties in the Auction Rate Securities market; currency exchange rates;availability of tax credits; UBS settlement may not provide us with the liquidity intended; we may not be able to maintainour current performance and loadings in our manufacturing facilities; the global economic weakness may be moresevere or last longer than we currently anticipated; and other information detailed from time to time in Diodes' filings withthe United States Securities and Exchange Commission.

This presentation also contains non-GAAP measures. See the Company's press release on May 6, 2010 titled "DiodesIncorporated Reports First Quarter 2010 Financial Results" for detailed information related to the Company's non-GAAPmeasures and a reconciliation of GAAP net income (loss) to non-GAAP net income (loss).

Page 2

Experienced Management Team

Page 3

Richard White

CFO, Secretary and Treasurer

25 yrs at Texas Instruments

VP, Finance for TI's global MOS Memoryand Controller, TI Asia Pacific

Mark King

Sr. VP, Sales and Marketing

19 yrs with Diodes and 7 yrs at Lite-On

Sales, marketing and finance background

Joseph Liu

Sr. VP, Operations

20 yrs with Diodes

19 yrs at Texas Instruments

Carl Wertz

VP, Finance and Investor Relations

Diodes' CFO from 1998 to 2009

24 yrs of relevant industry experience

Colin Greene

Europe President & VP of Europe,Sales and Marketing

11 yrs at Zetex plc

10 yrs at National Semiconductor

Dr. Keh-Shew Lu

President, CEO and Director

9 yrs Board of Directors

27 yrs at Texas Instruments

Julie Holland

VP, Worldwide Analog Products

23 yrs at Texas Instruments

Francis Tang

VP, Worldwide Discrete Products

26 yrs relevant industry experience

Ed Tang

VP, Corporate Administration

25 yrs at Texas Instruments

Hans Rohrer

Sr. VP, New Business Development

Prior CEO at Zetex

Business Objective

To consistently achieve

above-market profitable growth,

utilizing our innovative and

cost-effective packaging technology,

suited for high volume, high growth

markets by leveraging process expertise

and design excellence to deliver

market-leading semiconductor products

Page 4

Quick and Decisive Actions in 2009

Shut-down of Zetex 4-inch wafer fab line and subsequent line consolidation

Zetex sub-contractor packaging transferred to our Shanghai facilities, reducing ourdependence on third parties while increasing internal factory utilization rates and margin

Implemented our plan to change from gold wire bond to copper wire bond

Reduced headcount by 20%

Implemented salary freezes, mandatory time off, temporary site shut-downs, hiring freeze,and cancelled discretionary bonuses

Implemented strict controls over all spending to maximize cash flow including minimizedCapex

Returned to profitability in 3Q09 and initiated Capex in 4Q to capture expected 2010 growth

Achieved positive cash flow for every quarter in 2009 and continued our 18years of consecutive profitability

Page 5

Revenue by Year ($M)

Revenue Growth

Page 6

$0

$100

$200

$300

$400

$500

2004

2005

2006

2007

2008

2009

2004 - 2009 (CAGR: 21.2%)

$434

$ 78

$104

$130

$122

2003

$433

$ 96

$116

$134

$ 87

$401

$343

$215

$186

$137

1H10

$137

$142-$148

Est.

33.4%

17.3%

6.6%

5.0%

4 - 8%

Revenue Profile - 1Q10

By Channel

By Region

By Segment

Page 7

16%

73%

11%

Asia Pacific

Europe

North America

53%

47%

Distribution

OEM

28%

20%

17%

32%

3%

Industrial

Consumer Electronics

Communications

Automotive

Computing

Strong Year 2009 Performance

Page 8

2009 Revenue $433 $434 $1 Revenue Growth 8% 0% flat Gross Profit $133 $121 ($12) Gross Margin % 30.6% 27.9% (2.7%) Operating Profit $27 $23 ($4) Net Income $28 $8 ($20) Earnings Per Share $0.66 $0.17 ($0.49) Cash Flow from Operations $57 $66 $9 EBITDA $83 $67 ($16)

2008

Y-Y

Aggressive action and resulting fast recovery enabledpositive earnings in 2H09 and for the whole year

$M

Annual Revenue Growth Rates

Outperforming the Industry

Page 9

59.9%

2004 to 2009 Growth

Diodes: 21.2%

Industry: 2.4%

2004

2005

2006*

2007

2008*

2003

8.0%

35.6%

15.6%

16.9%

18.2%

18.1%

(3.3%)

13.5%

8.1%

(0.5%)

(1.3%)

(10%)

0%

10%

20%

30%

40%

50%

60%

Industry (Discrete + Analog)

Source: World Semiconductor Trade Statistics

0.4%

(12.2%)

2009

*Acquisition Years

First Quarter 2010 Financial Performance

Page 10 Revenue $78 $130 $137 $59 $7 Revenue Growth (10%) 7% 5% 76% 5% Gross Profit $14 $42 $48 $34 $6 Gross Margin % 18.6% 32.1% 34.9% 1630 bp 280 bp Operating Profit ($8) $14 $19 $27 $5 Net Income ($11) $14 $15 $26 $1 Earning per share ($0.26) $0.32 $0.33 $0.59 $0.01 Cash Flow from Operations $7 $22 $24 $17 $2 EBITDA $3 $25 $33 $30 $8

1Q09

4Q09

Y-Y

Q-Q

1Q10

$M

Balance Sheet

Page 11

Dec 31, 2009

Cash $104 $242 $248 S-T Investment $ - $297 $238 Inventory $ 99 $ 90 $ 94 L-T Investment $321 $ - $ - Total Assets $891 $1,018 $982 Current Liabilities $ 87 $392 $345 L-T Debt $373 $125 $126 Total Liabilities $491 $567 $522 Total Equity $400 $451 $460

March 31, 2010

Dec 31, 2008

(adjusted)

$M

Second Quarter 2010 Outlook

Revenue expected to range between $142-$148 million, up 4% to 8% sequentially

This forecast represents our fifth consecutive quarter of revenue growth and willsignify another quarterly revenue record

Gross Profit is expected to increase at a rate comparable to our revenue growth

Operating expenses are anticipated to decrease slightly from first quarter levelson a percent of revenue basis

Income tax rate for second quarter is expected to range between 15% - 20%

Page 12

Thank you

Company Contact:

Diodes Incorporated

Carl Wertz

VP, Finance and Investor Relations

P: 805-446-4800

E: carl_wertz@diodes.com

Investor Relations Contact:

Shelton Group

Leanne K. Sievers

EVP, Investor Relations

P: 949-224-3874

E: lsievers@diodes.com

www.diodes.com

EX-99.34d73352exv99w3.htmEX-99.3

exv99w3

Exhibit99.3

Investor Luncheon

New York City

May 24, 2010

Safe Harbor Statement

Page 2

Any statements set forth herein that are not historical facts are forward-looking statements that involve risks anduncertainties that could cause actual results to differ materially from those in the forward-looking statements. Suchforward-looking statements include, but are not limited to, statements regarding Diodes' business objective; futurequarterly outlook; and growth strategy and guidance in revenue range, revenue growth, gross profit, gross profit growth,operating expenses, income tax rate range, the number of outstanding shares of Common Stock, and the rate of capitalexpenditure.

Potential risks and uncertainties include, but are not limited to, such factors as Diodes' business and growth strategy;the introduction and market reception to new product announcements; fluctuations in product demand and supply;prospects for the global economy; continue introduction of new products; Diodes' ability to maintain customer and vendorrelationships; technological advancements; impact of competitive products and pricing; growth in targeted markets;successful integration of acquired companies and/or assets; Diodes' ability to successfully make additional acquisitions;risks of domestic and foreign operations; uncertainties in the Auction Rate Securities market; currency exchange rates;availability of tax credits; UBS settlement may not provide us with the liquidity intended; we may not be able to maintainour current performance and loadings in our manufacturing facilities; the global economic weakness may be moresevere or last longer than we currently anticipated; and other information detailed from time to time in Diodes' filings withthe United States Securities and Exchange Commission.

This presentation also contains non-GAAP measures. See the Company's press release on May 6, 2010 titled "DiodesIncorporated Reports First Quarter 2010 Financial Results" for detailed information related to the Company's non-GAAPmeasures and a reconciliation of GAAP net income (loss) to non-GAAP net income (loss).

About Diodes

Page 3

A leading global manufacturer and

supplier of high-quality application

specific, standard products within

the broad discrete and analog

semiconductor markets, serving the

computing, consumer electronics,

communications, industrial and

automotive segments.

Business Objective

To consistently achieve

above-market profitable growth,

utilizing our innovative and

cost-effective packaging technology,

suited for high volume, high growth

markets by leveraging process expertise

and design excellence to deliver

market-leading semiconductor products

Page 4

2009 Total Semiconductor Market ($226 bn)

Significant Market Opportunity

Page 5 Logic Memory Analog Discrete 22 114 45 36 17

Memory

$113 bn

$22 bn

$45 bn

$32 bn

$14 bn

Diodes' SAM:

$4 - $6 bn

Diodes' SAM:

$9 - $11 bn

Logic

Analog

Discrete

Opto

Page 6

Broad and Diverse High-Volume Product Offering Discrete Discrete Standard ICs ASSP ASSP Diodes Rectifiers Standard Linear ICs Power Management ICs Sensors Schottky Diodes Schottky Rectifiers Linear Voltage Regulators DC-DC Switching Regulators Unipolar Hall Switches Zener Diodes Super Barrier Rectifiers Standard Linear Regulators Buck Bipolar Hall Latches Switching Diodes Standard Rectifiers Quasi Low Dropout Regulators Boost Omnipolar Hall Switches SBR Diodes Fast Recovery Rectifiers Low Dropout Regulators Buck/Boost/Inverter Smart Fan Drivers Varactor Diodes Bridge Rectifiers Temperature Sensors Power Zener Diodes Voltage References Power Switches Magnetic Sensors Power Rectifier Diodes Shunt References Load Switches Micropower References USB Switches MOSFETs Protection Devices Small Signal MOSFETs Zener TVS Current Monitors LED Drivers Power MOSFETs Thyristor Surge Protection Current Output Charge Pump Protected MOSFETs Data Line Protection Voltage Output Boost Digital Broadcast by Satellite High Voltage MOSFETS Buck Fixed Bias Generators Complementary Pairs Operational Amplifiers Switched Bias Generators H-Bridges Power Supply Multiplex Controllers IntelliFET Comparators MOSFET Controllers Integrated Switch Matrix Active OR-ing Controllers DBS Interface Bipolar Transistors Function Specific Arrays Special Functions Chargers Small Signal BJT Relay Drivers Timer IC Pre-biased BJT Discrete Load Switches Reset Generators Medium Power BJT Discrete Voltage Regulators Siren Drivers High Power BJT MOSFET Gate-Drivers Low Power Motor Control Darlington Transistors Current Mirror Gate-Drivers Audio Low Saturation BJT Direct Digital Feedback Amplifiers H-Bridges Analog Input Amplifiers

Revenue Profile - 1Q10

By Channel

By Region

By Segment

Page 7

16%

73%

11%

Asia Pacific

Europe

North America

53%

47%

Distribution

OEM

28%

20%

17%

32%

3%

Industrial

Consumer Electronics

Communications

Automotive

Computing

First Quarter 2010 Financial Performance

Page 8 Revenue $78 $130 $137 $59 $7 Revenue Growth (10%) 7% 5% 76% 5% Gross Profit $14 $42 $48 $34 $6 Gross Margin % 18.6% 32.1% 34.9% 1630 bp 280 bp Operating Profit ($8) $14 $19 $27 $5 Net Income ($11) $14 $15 $26 $1 Earning per share ($0.26) $0.32 $0.33 $0.59 $0.01 Cash Flow from Operations $7 $22 $24 $17 $2 EBITDA $3 $25 $33 $30 $8

1Q09

4Q09

Y-Y

Q-Q

1Q10

Second Quarter 2010 Outlook

Revenue expected to range between $142-$148 million, up 4% to 8% sequentially

This forecast represents our fifth consecutive quarter of revenue growth and willsignify another quarterly revenue record

Gross Profit is expected to increase at a rate comparable to our revenue growth

Operating expenses are anticipated to decrease slightly from first quarter levels on apercent of revenue basis

Income tax rate for second quarter is expected to range between 15% - 20%

Shares outstanding are expected to be approximately $46 million

Continue to authorize Capital Expenditure at our annual model rate of between 10%and 12% of revenue

Page 9

Thank you

Company Contact:

Diodes Incorporated

Carl Wertz

VP, Finance and Investor Relations

P: 805-446-4800

E: carl_wertz@diodes.com

Investor Relations Contact:

Shelton Group

Leanne K. Sievers

EVP, Investor Relations

P: 949-224-3874

E: lsievers@diodes.com

www.diodes.com

EX-99.45d73352exv99w4.htmEX-99.4

exv99w4

Exhibit99.4

For immediate release

Diodes Incorporated Announces
Election of Michael K. C. Tsai to Board of Directors

Dr.Shing Mao Retires after serving on Board of Directors since 1990

Dallas, Texas May25, 2010 Diodes Incorporated (Nasdaq: DIOD), a leading global manufacturerand supplier of high-quality application specific standard products within the broad discrete andanalog semiconductor markets, today announced that Michael K. C. Tsai was elected to Diodes Boardof Directors during the Companys Annual Meeting of Stockholders on Monday, May24, 2010.Effective as of the date of the meeting, Dr.Shing Mao retired from the Board, and Michael Tsai waselected as his successor. Tsai will be serving on the Compensation Committee and Governance andStockholder Relations Committee.

Michael Tsai has over 30years of experience in the information technology and semiconductorindustries and possesses an impressive track record of Board service and executive management. In1994, he co-founded Powerchip Semiconductor Corporation and grew it into one of Taiwans largestDRAM manufacturers, generating revenue of approximately US$1.7billion in 2008. Tsai has served asa member of Powerchips Board of Directors since its inception and held the position of ViceChairman of the Board of Directors since 2003, while he also held the management position ofPowerchips Senior Vice President and then later President. Additionally, he currently serves asChairman of the Board of Directors of several Taiwan-based companies, in which Powerchip hasinvested, including Maxchip Electronics Corporation, uPI Semiconductor Corporation, UbiqSemiconductor Corporation and Silicon Optronics Inc. Tsai also serves as an independent Boardmember of Wistron Corporation and Koryo Electronics Company, both of which are public companies inTaiwan.

From 1991 to 1994, Tsai was the Chairman of the Board of Directors and Chief Executive Officer ofElitegroup Computer Systems, Inc. From 1990 to 1994, he served as a Board member and investorrepresentative of Tailink Venture Corporation. He was also President and Chief Executive Officerof Espirit Systems, Inc. from 1989 to 1990 and held numerous executive positions in sales,marketing, planning and general management with the Acer Group from 1978 to 1988. Tsai began hiscareer as an electronic design engineer with Tatung Corporation in 1977. He received his Bachelorof Science degree in Control Engineering and Computer Science in 1975 from National Chiao-TungUniversity in Taiwan.

I am very pleased to welcome Michael Tsai to join our Board of Directors, commented Dr.Keh-ShewLu, President and Chief Executive Officer of Diodes Incorporated. Mr.Tsai has decades ofexperience serving on the boards of numerous technology and semiconductor companies, which willprovide our Board with an insightful view of the semiconductor industry. His extensive strategicplanning, sales and general managerial expertise in both Taiwan and the United States uniquelyqualifies him to further strengthen the operation of our Board.

Dr.Lu concluded, In recognition of Dr.Maos past service and recent retirement from our Board, Iwould like to extend my personal appreciation for his strategic counsel and extensive contributionsover the past 20years. Dr.Maos support of Diodes during his tenure on the Board was exceptionaland of long-lasting value to the Company. On behalf of the Board and the entire Diodes team, Iwish him well in all his future endeavors.

About Diodes Incorporated

Diodes Incorporated (Nasdaq: DIOD), a Standard and Poors SmallCap 600 and Russell 3000 Indexcompany, is a leading global manufacturer and supplier of high-quality application specificstandardproducts within the broad discrete and analog semiconductor markets. Diodes serves the consumerelectronics, computing, communications, industrial, and automotive markets. Diodes productsinclude diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays,amplifiers and comparators, Hall-effect sensors and temperature sensors, power management devicesincluding LED drivers, DC-DC switching regulators, linear voltage regulators and voltage referencesalong with special function devices including USB power switches, load switches, voltagesupervisors, and motor controllers. The Companys corporate headquarters and logistics office arelocated in Dallas, Texas. A sales, marketing, and engineering office is located in WestlakeVillage, California. Design centers are located in Dallas; San Jose, California; Taipei, Taiwan;Manchester, England; and Neuhaus, Germany. The Companys wafer fabrication facilities are locatedin Kansas City, Missouri and Manchester, with two manufacturing facilities located in Shanghai,China, another in Neuhaus, and a joint venture facility located in Chengdu, China. Additionalengineering, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Manchester;and Munich, Germany; with support offices located throughout the world. For further information,including SEC filings, visit the Companys website at http://www.diodes.com.

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Company Contact:

Investor Relations Contact:

Diodes Incorporated

Shelton Group

Carl Wertz

Leanne K. Sievers

VP, Finance and Investor Relations

EVP, Investor Relations

P: 805-446-4800

P: 949-224-3874

E: carl_wertz@diodes.com

E: lsievers@sheltongroup.com

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