GSI Technology, Inc. (GSIT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of GSI Technology, Inc. Please note that today's meeting is being recorded. [Operator Instructions]. It is now my pleasure to turn today's meeting over to Lee-Lean Shu, President, CEO and Chairman of the Board. Mr. Shu, the floor is yours.

Good afternoon. I'm Lee-Lean Shu, President, Chief Executive Officer and the Chairman of the Board of GSI Technology, Inc. I will act as Chairman of this annual meeting of stockholders, and I would like to call the meeting to order. This meeting is being held pursuant to the notice of annual meeting mailed to all of the company's stockholders. Today's virtual-only annual meeting is a live audio webcast. Thank you very much to those who are participating in our virtual meeting today. Douglas Schirle, the company's Chief Financial Officer, has been appointed to act as the Secretary of the meeting to record the minutes. Brooke Webb of Computershare has been appointed Inspector of Election for the meeting and is responsible for determining the exact number of shares present at the meeting. If you did a copy of annual report and the proxy statement, the links are provided on the meeting webcast page by clicking on the Documents icon. I would now like to introduce the members of the Board of Directors and the officers of the company who are attending today's annual meeting. Here with me are Dr. Schirle, our CFO; and Didier Lasserre, VP of Sales; [Audio Gap] I will also like to introduce Cassie Hartogs, representing BDO USA, LLP, the company's independent public accounting firm. I will ask Mr. Schirle, secretary of the meeting for his report. Mr. Schirle.

Mr. Chairman, the list of the holders of common stock, the company at the close of business on July 6, 2022, which was the record date of this meeting is available for examination by any stockholder present and by any proxy holder representing a stockholder on the meeting webcast page by clicking on the Documents icon. I also have a copy of the notice of this meeting, together with a declaration as to the mailing of a copy of the notice to each stockholder of record at the close of business on July 6, 2022. The notice of meeting and the declaration of mailing are available for inspection by any stockholder present or by any proxy holder representing a stockholder on the meeting webcast page by clicking on the Documents icon. Only holders of common stock on the record date are entitled to vote at this meeting. I'm advised by the inspector of election that the holders of a total of 20,291,506 shares of the company's common stock are represented at this meeting in person or by proxy. Since there were 24,753,753 shares of common stock of the company outstanding at the close of business on July 6, 2022, the record date, more than a majority of the outstanding common stock is represented here today in person or by proxy. Quorum is therefore present and the meeting is authorized to transact business.

Thank you, Doug. At this time, we will consider the items of business on the agenda. Today's meeting agenda is posted on the meeting webcast page and can be seen by clicking on the Documents icon. We will strictly follow the meeting agenda in conducting this annual meeting. After the formal business portion of the meeting has been concluded, we will adjourn and followed by the question-and-answer period. I call your attention to the rules of conduct provided for this meeting. These are available to each stockholder in the file section of the meeting webcast page by clicking on the Documents icon. We ask that all stockholders review and abide by these rules of the annual meeting, including the question-and-answer portion of the annual meeting. Matters to be considered at the meeting today, which are further described in the proxy statement dated July 18, 2022. It was mailed to all stockholders of record with the notice of the meeting. First, the election of 8 directors to hold office for the ensuing year and until their respective successors are duly elected and qualified. The Board of Directors consists of 8 directors and the Board of Directors has nominated these persons, set forth in the proxy statement for this meeting. All nominees currently serve on the Board of Directors. The Board's nominees are, Jack A. Bradley, Elizabeth Cholawsky, Haydn Hsieh, Kim Le, Ruey L. Lu, Barbara Nelson, Lee-Lean Shu and Robert Yau. As explained in the proxy statement, stockholders wishing to make nominations of directors for election at the annual meeting must comply with advanced notice requirements, set forth in the company's bylaw. Since no notice of additional nomination was received by the deadline, the nomination are closed. The 8 nominees receiving the highest number of votes will be elected. The other 3 matters to be considered at the meeting are: a proposal to ratify the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2023. The proposal to approve an advisory long binding resolution regarding the fiscal 2022 compensation of the executive officers, then in the summary compensation table included in the project statement for the annual meeting and a proposal to approve an amendment and the restatement to our Certificate of Incorporation in the form attached with Appendix A through the proxy statement. Each of these proposals is described in detail in the proxy statement. The appointment of BDO USA, LLP as our independent registered public accounting plan, proposal #2. And the approval of the advisory nonbinding regarding fiscal 2022 executive officers compensation, proposal #3, each required affirmative vote of a majority of the shares represented and voting at the annual meeting. The approval of the amendment and restatement of our Certificate of Incorporation, proposal #4, required affirmative vote of the holders of at least 66 and 2/3% of the voting power of outstanding shares of the company. The proposal to approve the fiscal 2022 compensation of the company's then executive officers is a nonbinding advisory vote as described in the proxy statement. Are there any questions, comments that anyone would like to make on either of these proposals? It is 2:10 p.m. Pacific Time, and the polls are now open. Let me remind you that if you have already sent in the proxy, there is no need for you to vote. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Votes cast during the meeting will not be reflected in the preliminary voting results announced during this meeting, but will be reflected in the final voting results that we will report on the Form 8-K filed with the Securities and Exchange Commission within 4 business days of this meeting. [Voting]