Other Information
−Removed: Disclosure Pursuant to Section 13(r) of the Exchange Act
−Removed: Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Exchange Act to add Section 13(r) thereof, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the relevant reporting period, it or any entity acting on its behalf knowingly engaged in certain activities, transactions or dealings relating to parties sanctioned pursuant to Executive Order 13382 or other specified authorities.
−Removed: Such sanctions are administered by the Office of Foreign Assets Control (“OFAC”) within the U.S.
−Removed: Department of the Treasury, even if those transactions are authorized by law.
−Removed: On March 2, 2021, pursuant to Executive Order 13382, the Russian Federal Security Service (the “FSB”) was designated by the U.S.
−Removed: government as a blocked party.
−Removed: Notwithstanding such designation, OFAC has issued General License No.
−Removed: 1B, authorizing certain transactions involving the FSB, including all transactions ordinarily incident and necessary to requesting, receiving, utilizing, paying for, or dealing in licenses, permits, certifications, or notifications issued or registered by the FSB for the importation, distribution, or use of information technology products in the Russian Federation, subject to certain limitations.
−Removed: Section 13(r) of the Exchange Act requires disclosure of dealings with FSB, even where the activities were conducted in compliance with applicable laws and regulations, and where such activities, transactions, or dealings did not have a material financial or other impact on the issuer.
−Removed: The Company had previously, before the designation of the FSB in Executive Order 13382, authorized certain third parties to periodically file notifications with, or apply for import licenses and permits from, the FSB on our behalf in connection with the importation of our products into Russia, as permitted under OFAC authorizations.
−Removed: During fiscal year 2023, including the most recent quarter ended March 31, 2023, third parties filed notifications with, applied for import licenses and permits from, and/or received the associated approvals from the FSB on our behalf.
−Removed: However, no sales of any products actually occurred in the Russian Federation during fiscal year 2023, including the most recent quarter ended March 31, 2023, and accordingly, these filing activities did not result in any revenue or otherwise contribute to the Company’s net income for these quarters.
−Removed: The Company is in the process of terminating these authorizations.
−Removed: The Company and its subsidiaries do not sell products or provide services to the FSB.
−Removed: The Company and its subsidiaries had last recorded revenue from Russia on February 23, 2022.
+Added: Rule 10b5-1 Trading Plans
+Added: Certain of the Company’s directors have entered into trading plans pursuant to Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended.
+Added: The following table summarizes the adoption of trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended September 30, 2023:
+Added: Name and Title Adoption Date End Date Aggregate Number of Shares of the Company’s Common Stock to be Sold
+Added: Daniel Fairfax , non-employee director
+Added: August 30, 2023 June 28, 2024 2,100
SMCI | Q1 2024 Form 10-Q | 37
+Added: During the three months ended September 30, 2023, no pre-existing trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) were terminated or modified by the Company’s executive officers and directors, and no other written trading arrangements not intended to qualify for the Rule 10b5-1(c) affirmative defense were adopted , modified, or terminated by the Company’s executive officers and directors.
+Added: SMCI | Q1 2024 Form 10-Q | 38
(a) Exhibits.
Number Description
−Removed: 10.1 Facility Letter dated as of February 7, 2023 between Super Micro Computer, Inc.
−Removed: Taiwan and HSBC Bank (Taiwan) Limited (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.
−Removed: 001-33383) filed with the Securities and Exchange Commission on February 10, 2023)
−Removed: 10.2+ Form of Notice of Grant of Stock Option under 2020 Equity and Incentive Compensation Plan (Supersedes previously filed Exhibit 10.31 from the Company’s Annual Report on Form 10-K (Commission File No.
+Added: 10.1 General Agreement for Omnibus Credit Lines dated as of September 28 , 2023 between Super Micro Computer, Inc.
+Added: Taiwan and CTBC Bank Co., Ltd.
+Added: (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.
+Added: 001-33383) filed with the Securities and Exchange Commission on October 2, 2023)
+Added: 10.2 Agreement for Individually Negotiated Terms and Conditions dated as of September 28 , 2023 between Super Micro Computer, Inc.
+Added: Taiwan and CTBC Bank Co., Ltd.
+Added: (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.
+Added: 001-33383) filed with the Securities and Exchange Commission on October 2, 2023)
+Added: 10.3 Summary of Short-Term Credit Facilities dated as of August 21, 2023 (Incorporated by reference to Exhibit 10.3 from the Company’s Current Report on 8-K (Commission File No.
+Added: 001-33383) filed with the Securities and Exchange Commission on October 2, 2023)
+Added: 10.4 Form of Restricted Stock Units Notice of Grant and Agreement (Associated with the Director Compensation Plan adopted in August 2023) (Incorporated by reference to Exhibit 10.57 from the Company’s Annual Report on 10-K (Commission File No.
001-33383) filed with the Securities and Exchange Commission on August 28, 2023)
+Added: 10.5 Form of Notice of Grant of Stock Option and Nonqualified Stock Option Award Agreement (Associated with the Director Compensation Plan adopted in August 2023) (Incorporated by reference to Exhibit 10.58 from the Company’s Annual Report on 10-K (Commission File No.
+Added: 001-33383) filed with the Securities and Exchange Commission on August 28, 2023)
31.1+ Certification of Charles Liang, President and Chief Executive Officer of the Registrant pursuant to Section 302, as adopted pursuant to the Sarbanes-Oxley Act of 2002
13 unchanged sentences
SUPER MICRO COMPUTER, INC.
−Removed: May 5, 2023 /s/ CHARLES LIANG
+Added: November 3, 2023 /s/ CHARLES LIANG
Charles Liang
1 unchanged sentence
(Principal Executive Officer)
−Removed: May 5, 2023 /s/ DAVID WEIGAND
+Added: November 3, 2023 /s/ DAVID WEIGAND
David Weigand
3 unchanged sentences
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.