smci-20260303

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, APRIL 15, 2026

________________________________________________________________

________________________________________________________________

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 of, the Annual Meeting of Stockholders (the “Annual Meeting”) of Super Micro Computer, Inc. (the “Company”). The Annual Meeting will be held on Wednesday, April 15, 2026, at 2:00 p.m., Pacific Time, solely online by remote communication, in a virtual only format at www.virtualshareholdermeeting.com/SMCI2026. 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/SMCI2026. Only stockholders who held stock at the close of business on February 17, 2026 (the “Record Date”) 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 three Class I directors to hold office until the annual meeting of stockholders following fiscal year 2028 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, 2026 (“fiscal year 2026”).

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 I 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 2026, 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.

On or about March 3, 2026, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and the Company’s annual report for the year ended June 30, 2025. The Notice provides instructions on how to vote via the internet or by telephone and how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed at www.proxyvote.com. You will be asked to enter the control number located on your Notice or proxy card.

If you were a stockholder as of the close of business (Eastern Time) on February 17, 2026, 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
March 3, 2026

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

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 DIRECTORS			3

CORPORATE GOVERNANCE			8

MEETINGS AND COMMITTEES OF THE BOARD			11

EXECUTIVE OFFICERS			15

PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT			16

EXECUTIVE COMPENSATION			18

DIRECTOR COMPENSATION			48

EQUITY COMPENSATION PLAN INFORMATION			51

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND DIRECTOR INDEPENDENCE			52

PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			56

PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			57

PROPOSAL 4 APPROVAL OF THE FURTHER AMENDMENT AND RESTATEMENT OF THE SUPER MICRO COMPUTER, INC. 2020 EQUITY AND INCENTIVE COMPENSATION PLAN			59



AUDIT COMMITTEE REPORT			75

QUESTIONS AND ANSWERS			76

“HOUSEHOLDING” OF PROXY MATERIALS			81

OTHER MATTERS			82

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, APRIL 15, 2026 AT 2:00 P.M. PACIFIC TIME

GENERAL INFORMATION

Your proxy is being solicited by our Board for use in connection with the Annual Meeting of Stockholders to be held on Wednesday, April 15, 2026, at 2:00 p.m. Pacific Time solely online by remote communication, in a virtual only format at www.virtualshareholdermeeting.com/SMCI2026. You will be able to access, participate in, and vote at the Annual Meeting at www.virtualshareholdermeeting.com/SMCI2026 by using the 16-digit control number included on the Notice, 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 Wednesday, April 15, 2026. To submit a question during the meeting, visit www.virtualshareholdermeeting.com/SMCI2026, 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, 2025 (the “Annual Report”) are available on our website at www.supermicro.com and, prior to the meeting date, at www.proxyvote.com. The Notice containing instructions on how to access this Proxy Statement and our Annual Report is first being mailed on or about March 3, 2026, to all stockholders entitled to vote at the Annual Meeting. The proxy materials and our Annual Report can be accessed by following the instructions in the Notice.

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, 2025 (“fiscal year 2025”)

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

•“SEC” means the U.S. 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 I 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 2026	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.

PROPOSAL 1

ELECTION OF CLASS I DIRECTORS

Composition of the Board

The authorized number of directors of the Company as of the date of this Proxy Statement is nine. There are currently nine 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 of Directors, at its option, may reduce the number of directors, provided that no decrease in the number of directors constituting the Board of Directors 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 I directors will expire. The Board’s nominees for the three Class I directors are Charles Liang, Tally Liu and Sherman Tuan. Mr. Liang, Mr. Liu and Mr. Tuan 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. Liang, Mr. Liu and Mr. Tuan.

Proxies may not be voted for more than three Class I directors. Assuming a quorum is present, the three 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 I directors. There are no other nominees for Class I directors. In the event that a nominee is unable or unwilling to serve, the 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 I 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 (68)

Director Nominee; If elected, Annual General Meeting following fiscal year 2028

Sherman Tuan (72)

Director Nominee; If elected, Annual General Meeting following fiscal year 2028

Member

Tally Liu (75)

Director Nominee; If elected, Annual General Meeting following fiscal year 2028

Chair

Member

Scott Angel (67)

Annual General Meeting following fiscal year 2026

Member

Judy Lin (72)

Annual General Meeting following fiscal year 2026

Chair

Sara Liu (64)

Annual General Meeting following fiscal year 2026

Yih-Shyan (Wally) Liaw (71)

Annual General Meeting following fiscal year 2026

Robert Blair (78)

III

Annual General Meeting following fiscal year 2027

Member

Susan Mogensen

(Susie Giordano) (56)

III

Annual General Meeting following fiscal year 2027

Chair

______________________

(1)Ages are as of January 31, 2026.

Class I Directors - Nominees for Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2028

Charles Liang founded Supermicro and has served as our President, Chief Executive Officer and Chairman of the Board since our inception in September 1993. Mr. Liang has been developing server and storage system architectures and technologies for the past three decades. From July 1991 to August 1993, Mr. Liang was President and Chief Design Engineer of Micro Center Computer Inc., a high-end motherboard design and manufacturing company. From January 1988 to April 1991, Mr. Liang was Senior Design Engineer and Project Leader for Chips & Technologies, Inc., a chipset technology company, and Suntek Information International Group, a system and software development company. Mr. Liang has been granted 23 U.S. server technology patents. Mr. Liang holds an M.S. in Electrical Engineering from the University of Texas at Arlington and a B.S. in Electrical Engineering from National Taiwan University of Science & Technology in Taiwan. Our Governance Committee concluded that Mr. Liang should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his long familiarity with our company’s business.

Tally Liu

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