Supermicro

At the Annual Meeting of Stockholders of Super Micro Computer, Inc. (the “Company”) held on May 18, 2022 (the “Annual Meeting”), the stockholders of the Company, upon recommendation of the Company’s Board of Directors (the “Board”), approved the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan, as amended and restated effective May 18, 2022 (the “Plan”). The following description of the Plan is qualified in its entirety by reference to the Plan itself, which is filed as Exhibit 10.1 to this Current Report on Form 8-K .

Appointment of Judy Lin to the Board of Directors On April 1, 2022, the Board of Directors (the “Board”) of the Company fixed the number of directors at eight (8) pursuant to provisions in the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company. On the same date, Ms. Judy Lin was appointed as a Class II director by the Board to fill the vacancy on the Board resulting from the increase in the authorized number of directors to eight (8), with her term expiring at the Company’s annual meeting of stockholders following fiscal year 2023. She was also appointed to serve as a member of the Company’s Nominating and Corporate Governance Committee. Ms. Lin is a retired executive who has 30 years of experience in the disk drive industry.

Other Named Executive Officer Performance Program for Fiscal Year 2022 On March 26, 2022, after consultations with Mr. Liang, and consideration of input received from the Compensation Committee’s compensation consultant, which included the results of an executive compensation study, the Compensation Committee adopted an executive compensation framework (the “Framework”) and specific executive compensation program based upon such Framework for two of the Company’s named executive officers (“NEOs”), Mr. Weigand (the “CFO Compensation Program”) and Mr. Clegg, (the “SVP Sales Compensation Program,” and, together with the “CFO Compensation Program”, the “Compensation Programs”). The Compensation Committee currently expects the Framework to be utilized for fiscal year 2022 and future fiscal years.

On August 27, 2021, Super Micro Computer, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the “2021 10-K”). The 2021 10-K included disclosure about a special performance-based cash incentive award opportunity granted in March 2020 to Charles Liang, the Company’s President, Chief Executive Officer and Chairman (the “Performance Cash Award”). Consistent with the requirements under

On March 2, 2021, Super Micro Computer, Inc. (the “Company,” “we,” “us,” or “our”) granted to Mr. Charles Liang, our chief executive officer, a long-term performance-based option award (the “2021 Award”) to purchase up to 1,000,000 shares of the Company’s common stock which may vest in five equal tranches. Each of the five tranches vests if, and only if, one specified revenue goal (each, a “Revenue Goal”) and one specified stock price goal (each, a “Stock Price Goal”) is achieved. Revenue Goals must be achieved by June 30, 2026 (the “Revenue Performance Period) and Stock Price Goals must be achieved by September 30, 2026 (the “Stock Price Performance Period”). The 2021 Award was granted on March 2, 2021, with an exercise price equal to $45.00 (the “Exercise Price”), representing a premium of approximately 32% to the closing stock price reported on NASDAQ on March 2, 2021.

On January 29, 2021, Mr. Kevin Bauer, Senior Vice President, Chief Financial Officer, and Corporate Secretary of the Company, who serves as the Company’s principal financial officer and principal accounting officer, resigned from his positions with the Company to pursue other interests. Mr. David Weigand, currently Senior Vice President and Chief Compliance Officer, has been appointed as the Senior Vice President, Chief Financial Officer, and Corporate Secretary. Additional information about the background of Mr. Weigand can be found in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 previously filed with the Securities and Exchange Commission. Mr. Bauer will remain at the Company for a transition period through February 2021.

Appointment of Shiu Leung (Fred) Chan to the Board of Directors On October 28, 2020, the Board of Directors (the “Board”) of the Company fixed the number of directors at nine (9) pursuant to provisions in the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company. On the same date, Mr. Shiu Leung (Fred) Chan was appointed as a Class III director by the Board to fill the vacancy on the Board resulting from the increase in the authorized number of directors to nine (9), with his term expiring at the Company’s annual meeting of stockholders following fiscal year 2021. Mr. Chan is the founder and currently the president of KCR Development, Inc. which has developed real estate projects in excess of $1 billion in California and Hawaii specializing in high-density residential and retail projects. Mr.

Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. On June 5, 2020, the stockholders of Super Micro Computer, Inc. (the “Company”), upon recommendation of the Company’s Board of Directors (the “Board”), approved the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan (the “Plan”). The Plan authorizes the Compensation Committee of the Board to provide for cash awards and equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, the Company’s common stock.

On May 21, 2020, the Compensation Committee of Super Micro Computer, Inc. (the “Company”) determined to make special cash bonus awards to certain of its employees, including two of its named executive officers. The bonuses are in recognition of the extraordinary efforts of these individuals to complete the recent restatement of the Company’s financial statements, regain compliance with the Company’s public company disclosure requirements and achieve a relisting of the Company shares on Nasdaq. In particular, Kevin Bauer, our Chief Financial Officer and a named executive officer, was awarded a bonus in the amount of $342,784, and David Weigand, our Chief Compliance Officer and a named executive officer, was awarded a bonus in the amount of $147,107.

Election of Directors; Appointment of Certain Officers; Compensatory The board of directors (the “Board”) of Super Micro Computer, Inc. (the “Company”) recently determined to make special one-time discretionary, and in some cases conditional, cash payments to certain current employees to reward them for their valuable contributions and loyal service to the Company, particularly through the recent period of time when the Company was not current in its SEC filings. On March 4, 2020, as one such special one-time cash payment, the Board determined to make to Charles Liang, the Company’s Chief Executive Officer, aggregate cash payments of up to $8,076,701 (the “Maximum Value”). Mr. Liang’s payments will be subject to the following conditions: (i) 50% of the Maximum Value will be paid to Mr.

Super Micro Computer, Inc. (the “Company”) today announced that the Board of Directors (the “Board”) of the Company appointed, effective as of September 6, 2019, Alex Hsu as the Company’s Chief Operating Officer. Mr. Hsu, age 71, has served in various positions with the Company since October 2004, including as the Chairman of Supermicro Taiwan since February 2018, Sr. Chief Executive of Strategic Business since August 2009, Executive Director of Supermicro Technology (Beijing) Co. Ltd. since August 2009, Chief of Sales and Marketing from July 2006 to August 2009, Senior Vice President of Sales from October 2004 to July 2006 and President of European Offices and Vice President of Operations (USA) from October 2003 to October 2004. From January 2002 to September 2003, Mr. Hsu was President and Chief Operating Officer of Bizlink Group, an IT solutions company.

Resignation of Laura Black from the Board of Directors On June 26, 2019, Laura Black, the Company’s Audit Committee chair, resigned as a director of the Company to pursue other opportunities. The Company is grateful to Ms. Black for her hard work and dedicated service to the Company, particularly with respect to her leadership of the Audit Committee in its investigation into certain of the Company’s historical financial statements and its oversight of the Company’s restatement of certain of those historical financial statements and the preparation and filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017. Appointment of Daniel W. Fairfax to the Board of Directors On July 1, 2019, Daniel W. Fairfax was appointed to fill a vacancy on the Board of Directors of the Company (the “Board”). Mr. Fairfax will also serve on the Audit Committee of the Board.

Effective May 15, 2019, Sara Liu, a Co-Founder of the Company, transitioned from her positions as Chief Administrative Officer and Treasurer to a new position of Senior Vice President. She remains a director of the Company.

Departure of Directors or Principal Officer; Election of Directors; Appointment of Principal Officers. On February 5, 2019, Super Micro Computer, Inc., a Delaware corporation (the “ Company ”), filed a Current Report on Form 8-K (the “ Initial Form 8-K ”) disclosing, among other items, that Tally Liu had been appointed to fill a vacancy on the Board of Directors of the Company effective January 30, 2019. The Initial Form 8-K also provided certain biographical information of Mr. Liu. This Current Report on Form 8-K/A amends the Initial Form 8-K to provide the following updated biographical information of Mr. Liu: Tally Liu was appointed to our Board of Directors and our Audit Committee on January 30, 2019. Mr. Liu has been retired since 2015. Prior to his retirement, Mr.

Departure of Directors or Principal Officer; Election of Directors; Appointment of Principal Officers. On January 30, 2019, Tally Liu was appointed to fill a vacancy on the Board of Directors of the Company. Mr. Liu served as Chairman of the Board and Chief Executive Officer of Newegg, Inc. from August 1, 2008 to August 12, 2010 and served as its President from February 2008 to August 2008. Before that, Mr. Liu was at Knight Ridder Digital for over 17 years where he held various executive finance positions, including Senior Vice President, Operations & Finance, Vice President, Internal Audit, Vice President of Finance and Advanced Technologies, Vice President of Finance and Controller.

The Company announced the appointment of Kevin Bauer, as the Company’s Senior Vice President and Chief Financial Officer (“CFO”), effective January 30, 2018. Mr. Bauer, 58, has served as the Company’s Senior Vice President, Corporate Development and Strategy since January 2017. Prior to joining Super Micro, Mr. Bauer was the Senior Vice President and Chief Financial Officer of Pericom Semiconductor Corporation from February 2014 until its sale to Diodes Inc. in November 2015 and, thereafter, assisted Diodes with the integration of Pericom until November 2016. Prior to that he was Chief Financial Officer of Exar Corporation from June 2009 through December 2012, Corporate Controller from August 2004 to June 2009 and Operations Controller from February 2001 to August 2005. Mr.

Super Micro Computer, Inc. 2016 Equity Incentive Plan The Board of Directors (the “Board”) of Super Micro Computer, Inc. (the “Company”) previously adopted, subject to stockholder approval, the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). The Company’s stockholders approved the 2016 Plan at the Annual Meeting of Stockholders held on March 8, 2016 (the “Annual Meeting”). The 2016 Plan became effective on March 8, 2016, and no further awards will be granted under the Company’s 2006 Equity Incentive Plan (the “Predecessor Plan”), which was terminated upon the effectiveness of the 2016 Plan.