smci-20250424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to §240.14a-12

SUPER MICRO COMPUTER, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒			No fee required
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

SUPER MICRO COMPUTER, INC.

980 Rock Avenue

San Jose, California 95131

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 4, 2025

________________________________________________________________

________________________________________________________________

To the Stockholders of Super Micro Computer, Inc.:

On behalf of our Board of Directors, it is our pleasure to invite you to attend, and notice is hereby given that, the Annual Meeting of Stockholders (the “Annual Meeting”) of Super Micro Computer, Inc. (the “Company”). The Annual Meeting will be held on Wednesday, June 4, 2025, at 2:00 p.m., Pacific time, solely online by remote communication, in a virtual only format at www.virtualshareholdermeeting.com/SMCI2025. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted at www.proxyvote.com. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/SMCI2025. Only stockholders who held stock at the close of business on the record date, April 7, 2025, may vote at the Annual Meeting, including any adjournment or postponement thereof.

The Annual Meeting will be held for the following purposes:

1.To elect two Class III directors to hold office until the annual meeting of stockholders following fiscal year 2027 or until their successors are duly elected and qualified.

2.To vote on a non-binding advisory resolution to approve the compensation of our named executive officers.

3.To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for its fiscal year ending June 30, 2025 (“fiscal year 2025”).

4.To approve the further amendment and restatement of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan.

5.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The accompanying Proxy Statement more fully describes the business to be transacted at the Annual Meeting. Our Board of Directors recommends that you vote (1) “FOR” the election of each of our nominees for Class III directors as proposed in this Proxy Statement, (2) “FOR” the non-binding advisory resolution to approve the compensation of our named executive officers, (3) “FOR” the ratification of BDO USA, P.C. as our independent registered public accounting firm for fiscal year 2025, and (4) “FOR” the approval of the further amendment and restatement of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan. We have not received notice of other matters that may be properly presented at the Annual Meeting.

These proxy materials are being made available or distributed to you on or about April 24, 2025.

If you were a stockholder as of the close of business (Eastern Time) on April 7, 2025, you are entitled to vote at the Annual Meeting and any adjournment thereof. For ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose relating to the Annual Meeting, during ordinary business hours at our principal offices located at 980 Rock Avenue, San Jose, CA 95131.


By Order of the Board of Directors


David E. Weigand
Senior Vice President, Chief Financial Officer, Corporate Secretary
San Jose, California
April 24, 2025

Information on our website, other than this Proxy Statement, is not a part of this Proxy Statement.

The Company’s Annual Report for the year ended June 30, 2024 is being mailed to stockholders concurrently with the Proxy Statement. The Annual Report contains financial and other information about the Company, but is not incorporated into the Proxy Statement and is not deemed to be a part of the proxy soliciting materials.

IMPORTANT: To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting (virtually). Most stockholders have three options for submitting their votes prior to the meeting: (1) via the Internet; (2) by telephone; or (3) by mail. If you have Internet access, we encourage you to record your vote on the Internet. It is convenient and saves us postage and processing costs. Your completed proxy, or your telephone or Internet vote, will not prevent you from attending the meeting (virtually) and voting in person (virtually) should you so choose.

TABLE OF CONTENTS


			Page

GENERAL INFORMATION			1

PROPOSAL 1 ELECTION OF CLASS I I I DIRECTORS			3

CORPORATE GOVERNANCE			8

MEETINGS AND COMMITTEES OF THE BOARD			11

E XECUTIVE OFF I C ERS			15

PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT			16

EXECUTIVE COMPENSATION			18

DIRECTOR COMPENSATION			53

EQUITY COMPENSATION PLAN INFORMATION			56

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND DIRECTOR INDEPENDENCE			57

PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICER S			61

PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			62

PROPOSAL 4 APPROVAL OF THE FURTHER AMENDMENT AND RESTATEMENT OF THE SUPER MICRO COMPUTER, INC. 2020 EQUITY AND INCENTIVE COMPENSATION PLAN			64



AUDIT COMMITTEE REPORT			81

ANNUAL REPORT TO STOCKHOLDERS ON FORM 10-K			82

QUESTIONS AND ANSWERS			82

“HOUSEHOLDING” OF PROXY MATERIALS			87

OTHER MATTERS			88

APPENDIX A – AMENDED AND RESTATED SUPER MICRO COMPUTER, INC. 2020 EQUITY AND INCENTIVE COMPENSATION PLAN			A-1

SUPER MICRO COMPUTER, INC.

980 Rock Avenue

San Jose, California 95131

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 4, 2025

GENERAL INFORMATION

The enclosed proxy is being solicited by our Board for use in connection with the Annual Meeting of Stockholders to be held on Wednesday, June 4, 2025 solely online by remote communication, in a virtual only format at www.virtualshareholdermeeting.com/SMCI2025. You will be able to access, participate in, and vote at the Annual Meeting at www.virtualshareholdermeeting.com/SMCI2025 by using the 16-digit control number included on the proxy card and voting instruction form. Stockholders admitted to the virtual meeting using their control number may submit questions, vote or view our list of stockholders during the Annual Meeting by following the instructions that will be available on the meeting website. Stockholders may log into the meeting platform beginning at 1:45 p.m. Pacific Time on June 4, 2025. To submit a question during the meeting, visit www.virtualshareholdermeeting.com/SMCI2025, enter your 16-digit control number, type your question into the “Ask a Question” field and click “Submit.”

Even if you plan on attending the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this Proxy Statement to ensure that your vote will be represented at the Annual Meeting.

This Proxy Statement and our annual report for the year ended June 30, 2024 (the “Annual Report”) are available on our website at www.supermicro.com and, prior to the meeting date, at www.proxyvote.com. This Proxy Statement and the accompanying proxy card and notice were first made available on or about April 24, 2025 to all stockholders entitled to vote at the Annual Meeting.

You may request that we send future proxy materials to you electronically by e-mail or in printed form by mail by going to www.proxyvote.com. If you elect to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail or printed form by mail will remain in effect until you terminate it. We encourage you to elect to receive future proxy materials by e-mail, which will allow us to provide you with the information you need in a more timely manner, will save us the cost of printing and mailing documents to you and will conserve natural resources.

Glossary

In this Proxy Statement:

•“We”, “us”, “our”, “Company” and “Supermicro” refer to Super Micro Computer, Inc. with its principal executive offices located at 980 Rock Avenue, San Jose, CA 95131

•“Annual Meeting” or “Meeting” means our Annual Meeting of Stockholders following the fiscal year ended June 30, 2024 (“fiscal year 2024”)

•“Board of Directors” or “Board” means our Board of Directors

•“SEC” means the Securities and Exchange Commission

Summary of Proposals and Voting Recommendations

We have summarized below important information with respect to the Annual Meeting.

The following chart outlines the FOUR proposals and our voting recommendations:


Proposal No.	Proposal	Recommendation

No. 1	Election of each of the nominees as Class III director	FOR each of the nominees

No. 2	Approval, on a non-binding advisory basis, of our named executive officers’ compensation	FOR

No. 3	Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for fiscal year 2025	FOR

No. 4	Approval of the further amendment and restatement of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan	FOR

Please see “Questions and Answers” for a list of frequently asked questions and answers relating to this proxy statement and the Annual Meeting.

Forward Stock Split

On September 30, 2024, we filed an amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a ten-for-one forward split (the “Stock Split”) of our common stock without any change to its par value. The Amendment also effected a proportionate increase in the number of shares of authorized common stock from 100,000,000 to 1,000,000,000. Pursuant to Section 242(d) of the General Corporation Law of the State of Delaware, stockholder approval was not required in connection with the foregoing.

The Stock Split became effective at 5:00 p.m. Eastern Time on September 30, 2024. Trading in the common stock on the Nasdaq Global Select Market commenced on a Stock Split-adjusted basis at the market open on October 1, 2024, under the existing trading symbol “SMCI.”

As a result of the Stock Split, every one (1) share of common stock issued and outstanding was automatically divided into ten (10) shares of common stock. The Stock Split did not modify any rights or preferences of the shares of the common stock. Proportionate adjustments were automatically made to the number of shares of common stock underlying the Company’s outstanding equity, incentive plans, equity awards, and other existing agreements, as well as exercise or conversion prices, as applicable.

Unless noted, all references to shares of common stock and per share amounts contained in this Proxy Statement have been retroactively adjusted to reflect the Stock Split.

PROPOSAL 1

ELECTION OF CLASS III DIRECTORS

Composition of the Board

The authorized number of directors of the Company as of the date of this proxy statement is ten. There are currently ten directors. Our Amended and Restated Certificate of Incorporation, as amended, provides for a classified board of directors divided into three classes. The members of each class are elected to serve a three-year term with the term of office for each class ending in consecutive years. Vacancies may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Alternatively, the Board, at its option, may reduce the number of directors, provided that no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. Directors chosen to fill newly created directorships hold office for a term expiring at the next annual meeting of stockholders to which the term of the office of the class to which they have been elected expires.

At this year’s Annual Meeting, the terms of our three current Class III directors will expire. The Board’s nominees for the two Class III directors are Robert Blair and Susan Mogensen (here in referred to as Susie Giordano). Mr. Daniel Fairfax, a current Class III director, will serve the remainder of his term, which will expire at the Annual Meeting. Mr. Blair and Ms. Giordano have agreed to serve, if elected, and the Board has no reason to believe they will be unable to serve. The Board recommends that stockholders vote in favor of each of Mr. Blair and Ms. Giordano. The Board thanks Mr. Fairfax for his many contributions and his valuable insight to the Board. As a result of the foregoing, the Board has approved resolutions reducing the number of directors on the Board from ten to nine with such change to be effective immediately following the Annual Meeting.

Proxies may not be voted for more than two Class III directors. Assuming a quorum is present, the two director nominees who receive the highest number of the votes cast by the stockholders entitled to vote at the election will be elected as Class III directors. There are no other nominees for Class III directors. In the event that a nominee is unable or unwilling to serve, the enclosed proxy will be voted to elect the replacement nominee designated by the Board, unless the Board instead decides to reduce the number of directors.


			THE BOARD RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE NOMINEES TO SERVE AS A CLASS III DIRECTOR. PROXIES WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.

The following table sets forth the class and committee composition for the nominees for election as directors and the directors whose terms of office will continue after the Annual Meeting.

Name (Age)(1)

Class

Expiration of Term

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee (the “Governance Committee”)

Charles Liang (67)

Annual General Meeting following fiscal year 2025

Sherman Tuan (71)

Annual General Meeting following fiscal year 2025

Member

Tally Liu (74)

Annual General Meeting following fiscal year 2025

Chair

Member

Scott Angel (66)

Annual General Meeting following fiscal year 2026

Member

Judy Lin (72)

Annual General Meeting following fiscal year 2026

Chair

Sara Liu (63)

Annual General Meeting following fiscal year 2026

Yih-Shyan (Wally) Liaw (70)

Annual General Meeting following fiscal year 2026

Robert Blair (77)

III

Director Nominee; If elected, Annual General Meeting following fiscal year 2027

Member

Susan Mogensen

(Susie Giordano) (55)

III

Director Nominee; If elected, Annual General Meeting following fiscal year 2027

Chair

______________________

SEC Form DEF 14A filed by Super Micro Computer Inc.