Super Micro Computer Inc

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.)

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Filed by a Party other than the Registrant☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 4, 2025

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 that, the Annual Meeting of Stockholders (the “Annual Meeting”) of Super Micro Computer, Inc. (the “Company”). The Annual Meeting will be held on Wednesday, June 4, 2025, at 2:00 p.m., Pacific time, solely online by remote communication, in a virtual only format atwww.virtualshareholdermeeting.com/SMCI2025. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted atwww.proxyvote.com. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting atwww.virtualshareholdermeeting.com/SMCI2025. Only stockholders who held stock at the close of business on the record date, April 7, 2025, 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 two Class III directors to hold office until the annual meeting of stockholders following fiscal year 2027 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, 2025 (“fiscal year 2025”).

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 III 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 2025, 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.

These proxy materials are being made available or distributed to you on or about April 24, 2025.

If you were a stockholder as of the close of business (Eastern Time) on April 7, 2025, 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

April 24, 2025

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

The Company’s Annual Report for the year ended June 30, 2024 is being mailed to stockholders concurrently with the Proxy Statement. The Annual Report contains financial and other information about the Company, but is not incorporated into the Proxy Statement and is not deemed to be a part of the proxy soliciting materials.

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.

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