UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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of the
Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on August 24, 2023. At the annual meeting, the matters set forth below were submitted to a vote of the Company’s stockholders. The final tally of shares voted for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
| 1. | The Company’s stockholders elected the following seven persons to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, with the votes cast as follows: |
| Director Nominees | For | Withhold | Broker Non-Vote | |||||||||
| Jack A. Bradley | 14,594,949 | 286,486 | 4,470,603 | |||||||||
| Elizabeth Cholawsky | 14,699,572 | 181,863 | 4,470,603 | |||||||||
| Haydn Hsieh | 14,665,118 | 216,317 | 4,470,603 | |||||||||
| Ruey L. Lu | 14,637,715 | 243,720 | 4,470,603 | |||||||||
| Barbara Nelson | 14,597,883 | 283,552 | 4,470,603 | |||||||||
| Lee-Lean Shu | 14,789,345 | 92,090 | 4,470,603 | |||||||||
| Robert Yau | 14,818,137 | 63,298 | 4,470,603 | |||||||||
| 2. | The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024, with the votes cast as follows: |
| Votes For: | 18,941,325 | |||
| Votes Against: | 333,956 | |||
| Abstentions: | 76,757 | |||
| Broker Non-Votes: | 0 |
| 3. | The Company’s stockholders approved an advisory (non-binding) resolution regarding the fiscal 2023 compensation of the executive officers named in the Summary Compensation Table, as disclosed in the Company’s proxy statement for the annual meeting, with the votes cast as follows: |
| Votes For: | 13,728,970 | |||
| Votes Against: | 1,076,901 | |||
| Abstentions: | 75,564 | |||
| Broker Non-Votes: | 4,470,603 |
| 4. | A majority of the Company’s stockholders indicated on an advisory (non-binding) basis to hold an advisory stockholder vote on executive compensation annually, with the votes cast as follows: |
| 1 Year: | 14,144,985 | |||
| 2 Years: | 22,132 | |||
| 3 Years: | 645,999 | |||
| Abstentions: | 68,319 | |||
| Broker Non-Votes: | 4,470,603 |
Based on the results of the advisory vote related to the frequency of future advisory stockholder votes to approve executive compensation and other factors, the Company’s Board of Directors determined on August 24, 2023 that the Company will continue to hold future advisory votes to approve executive compensation annually until the next required stockholder vote on the frequency of these votes.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 28, 2023
| GSI Technology, Inc. | ||
| By: | /s/ Douglas M. Schirle | |
| Douglas M. Schirle | ||
| Chief Financial Officer | ||
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