01—Abstract
Summary
Summary of the 8-K filed May 9, 2024. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. disclosed in this Form 8-K that on May 3, 2024 it received a notice of deficiency from the Nasdaq Stock Market regarding noncompliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee of the board to be comprised of three independent directors.
The deficiency resulted from the previously announced resignation of Mr. Shiu Leung (Fred) Chan from the Board and the Audit Committee. On May 9, 2024, within the cure period granted by Nasdaq, the Company appointed Mr. Robert Blair and Ms. Judy Lin, both current Board members, as additional Audit Committee members. The Audit Committee now consists of four independent directors: Mr. Tally Liu, Mr. Dan Fairfax, Mr. Robert Blair, and Ms. Judy Lin, which the Company states brings it into compliance with the rule.
The filing is narrow in scope: it addresses only the Nasdaq listing compliance matter and its resolution, and it contains no financial results or operating metrics. The only exhibit is the Inline XBRL cover page.
02—Key points
Key Highlights
- May 3, 2024: Company received a Nasdaq notice of deficiency under Listing Rule 5605(c)(2)(A) for audit committee independence.
- Cause: resignation of Mr. Shiu Leung (Fred) Chan from the Board and the Audit Committee.
- May 9, 2024: Robert Blair and Judy Lin appointed to the Audit Committee, within Nasdaq's cure period.
- Audit Committee now consists of four independent directors: Tally Liu, Dan Fairfax, Robert Blair, and Judy Lin.
- The Company states this restores compliance with Nasdaq Listing Rule 5605(c)(2)(A).
- No financial results, operating metrics, or guidance are included in this filing; the only exhibit is the Inline XBRL cover page (Exhibit 104).
03—Questions
Frequently Asked Questions
Why did Super Micro Computer receive a Nasdaq notice?
Nasdaq Listing Rule 5605(c)(2)(A) requires the audit committee to be comprised of three independent directors. The notice followed the resignation of Mr. Shiu Leung (Fred) Chan from the Board and the Audit Committee, which left the committee out of compliance.
How did the Company respond to the deficiency?
On May 9, 2024, within Nasdaq's cure period, the Company appointed Robert Blair and Judy Lin, both existing Board members, to the Audit Committee. The committee now has four independent directors, which the Company states brings it into compliance.
Who currently serves on the Audit Committee?
As of this filing, the Audit Committee consists of Tally Liu, Dan Fairfax, Robert Blair, and Judy Lin.
Does this filing disclose any financial results?
No. The filing addresses only the Nasdaq listing compliance matter and the Audit Committee appointments. Its only exhibit is the cover page in Inline XBRL format.
04—Continue