01—Abstract
Summary
Summary of the 8-K filed April 20, 2026. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. reported in this Form 8-K, filed April 20, 2026, that its stockholders approved a further amendment and restatement of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan at the Annual Meeting of Stockholders held April 15, 2026.
The amended plan authorizes a total of 118,000,000 shares of common stock for awards, comprising 103,000,000 shares originally approved before 2026 and 15,000,000 newly provided shares approved at the meeting. The amendment also increases the incentive stock option share limit by 15,000,000 shares, clarifies the Compensation Committee's authority over tax withholding methods, and provides that no grants will be made on or after April 15, 2036. At the meeting, stockholders elected three Class I directors, Charles Liang, Tally Liu and Sherman Tuan, to terms ending at the annual meeting following fiscal year 2028.
Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers, with 259,720,162 votes for and 19,769,911 against. They ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 426,001,144 votes for and 4,552,685 against. The filing is largely governance-related.
The most material item for investors is the 15,000,000-share increase in the equity plan's capacity, which bears on potential future dilution. The full plan is filed as Exhibit 10.1.
02—Key points
Key Highlights
- Stockholders approved a further amendment and restatement of the 2020 Equity and Incentive Compensation Plan, with 118,000,000 total shares available for awards.
- The plan includes 15,000,000 newly provided shares approved at the April 15, 2026 Annual Meeting, in addition to 103,000,000 shares originally approved before 2026.
- The incentive stock option share limit was increased by 15,000,000 shares.
- No grants may be made under the plan on or after April 15, 2036.
- Charles Liang, Tally Liu and Sherman Tuan were elected as Class I directors, with terms ending at the annual meeting following fiscal year 2028.
- Stockholders approved the non-binding advisory resolution on named executive officer compensation, with 259,720,162 votes for and 19,769,911 against.
- BDO USA, P.C. was ratified as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 426,001,144 votes for and 4,552,685 against.
03—Questions
Frequently Asked Questions
How many shares are available under the amended equity plan?
A total of 118,000,000 shares of common stock are available for awards under the plan, consisting of 103,000,000 shares originally approved by stockholders before 2026 and 15,000,000 newly provided shares approved at the April 15, 2026 Annual Meeting, plus shares returned through forfeitures under the plan or predecessor 2006 and 2016 plans after June 5, 2020.
What changed in the amended plan besides the share increase?
The amendment also increased the limit on shares that may be issued upon exercise of incentive stock options by 15,000,000 shares and clarified that the Compensation Committee may determine the method of tax withholding for each award.
Who was elected to the Board at the Annual Meeting?
Charles Liang, Tally Liu and Sherman Tuan were elected as Class I directors. Votes for were 234,602,819 for Mr. Liang, 198,617,591 for Ms. Liu and 172,256,798 for Mr. Tuan, each to serve until the annual meeting following fiscal year 2028.
How did stockholders vote on executive compensation?
Stockholders approved the non-binding advisory resolution on named executive officer compensation, with 259,720,162 votes for, 19,769,911 against, 811,482 abstentions and 151,333,203 broker non-votes.
Which auditor was ratified for fiscal 2026?
Stockholders ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 426,001,144 votes for, 4,552,685 against and 1,080,929 abstentions.
04—Continue