What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-08-27 compared with 2020-08-31 · 22 added, 42 removed, 20 unchanged (76% of the section changed)

2 unchanged sentences

We became a public company in March 2007, prior to which there was no public market for our common stock.

From March 29, 2007 through August 22, 2018, our common stock traded on the Nasdaq Global Select Market.

Effective at the open of business on August 23, 2018, our common stock was suspended from trading on the Nasdaq Global Select Market.

Effective March 22, 2019, our common stock was delisted from the Nasdaq Global Select Market, whereupon our common stock was quoted on the OTC Market and traded under the symbol “SMCI.” On January 14, 2020, our common stock was relisted on the NASDAQ Global Select Market under the symbol “SMCI".

On January 14, 2020, our common stock was relisted on the NASDAQ Global Select Market under the symbol “SMCI".

As of July 31, 2021, there were 23 registered stockholders of record of our common stock.

9 unchanged sentences

under the Securities Act of 1933, as amended, or the Exchange Act.

The performance graph used in our Annual Report on Form 10-K for the year ended June 30, 2019 (the "FY2019 Annual Report") included the cumulative total shareholder return of our peer issuers’ common stock for comparing against the cumulative total shareholder return on our common stock as our common stock had been delisted from the Nasdaq Global Select Market.

On January 14, 2020, our common stock was relisted on the Nasdaq Global Select Market.

For the Annual Report on Form 10-K for the fiscal year ending June 30, 2021 (the "FY2021 Annual Report") and onward, we will no longer use the performance of our peer issuers’ common stock to compare against the performance of our common stock, and we will use the NASDAQ Composite Index and NASDAQ Computer Index for comparing against the performance of our common stock beginning with the performance graph contained within this Annual Report on Form 10-K.

The following graph compares our cumulative five-year total stockholder return on our common stock with the cumulative return of the Nasdaq Computer Index, the Nasdaq Composite Index and an industry peer group, which we refer to as the FY2020 Peer Group, consisting of:

Cray Inc., Extreme Networks, Inc., Infinera Corporation, NetApp, Inc., and NetGear, Inc.

Such FY2020 Peer Group is the same as the peer group used in the FY2019 Annual Report to allow easier comparability to the prior year given we do not intend to use such peer group for the FY2021 Annual Report as described above.

was acquired in September 2019.

In selecting the companies for inclusion, we considered and selected companies with similar industry comparability, net revenues, and operating income as our company.

The graph reflects an investment of $100 (with reinvestment of all dividends, if any) in our common stock, the Nasdaq Computer Index, the Nasdaq Composite Index and the FY2020 Peer Group, on June 30, 2015 and our relative performance tracked through June 30, 2020 .

The following graph compares our cumulative five-year total stockholder return on our common stock with the cumulative return of the Nasdaq Computer Index and Nasdaq Composite Index.

The graph reflects an investment of $100 (with reinvestment of all dividends, if any) in our common stock, the Nasdaq Computer Index and the Nasdaq Composite Index on June 30, 2016 and our relative performance tracked through June 30, 2021.

The stockholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.

6/30/2016 6/30/2017 6/30/2018 6/30/2019 6/30/2020 6/30/2021

Super Micro Computer, Inc.

FY2020 Peer Group

100.00 99.20 95.17 77.87 114.25 141.57

Nasdaq Composite Index 100.00 126.80 155.09 165.33 207.71 299.50

2 unchanged sentences

Issuer Purchases of Equity Securities

Selected Financial Data

The following selected consolidated financial data should be read in conjunction with Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes thereto included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report to fully understand factors that may affect the comparability of the information presented below.

We derived the selected consolidated balance sheet data as of June 30, 2020 and 2019 , the consolidated statement of operations data and the stock-based compensation data for the years ended June 30, 2020 , 2019 and 2018 from our audited consolidated financial statements and accompanying notes included in this Annual Report.

The consolidated balance sheet data as of June 30, 2018, 2017 and 2016, the consolidated statement of operations data and stock-based compensation data for the years ended June 30, 2017 and 2016 are derived from our audited consolidated financial statements which are not included in this Annual Report.

Operating results for any year are not necessarily indicative of results to be expected for any future periods.

Years Ended June 30,

(in thousands, except per share data)

Consolidated Statements of Operations Data:

Cost of sales

Operating expenses:

Research and development

Sales and marketing

General and administrative

Total operating expenses

Income from operations

Other income (expense), net

Interest expense

Income before income tax provision

Income tax provision

Share of income (loss) from equity investee, net of taxes

Net income per common share:

Shares used in per share calculation:

As of June 30,

(in thousands)

Consolidated Balance Sheet Data:

Cash and cash equivalents

Working capital

Long-term obligations

Total stockholders’ equity

During the three months ended June 30, 2021, we repurchased the following shares of our common stock:

Period Total Number

Average Price Paid per Share(1)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)

Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs(2)

Month 1 (April 1, 2021 to April 30, 2021)

236,171 $ 39.56 236,171 $150.0 million

Month 2 (May 1, 2021 to May 31, 2021)

83,341 $ 35.28 — $150.0 million

Month 3 (June 1, 2021 to June 30, 2021)

— $ — — $150.0 million

Total 319,512 $ 38.45 236,171

__________________________

(1) Includes shares withheld from delivery to satisfy tax withholding obligations of recipients that occur upon the vesting of restricted stock units granted under our equity incentive plans.

(2) On January 29, 2021, a duly authorized subcommittee of our Board approved a share repurchase program to repurchase up to $200 million of our common stock at prevailing prices in the open market.

The share repurchase program is effective until July 31, 2022 or until the maximum amount of common stock is repurchased, whichever occurs first.

Removed and reserved.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity