Super Micro Computer, Inc.
For the period ended Mar 3, 2026. Filed Mar 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 3, 2026 · Filed Mar 3, 2026
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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.)
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, APRIL 15, 2026
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 of, the Annual Meeting of Stockholders (the “Annual Meeting”) of Super Micro Computer, Inc. (the “Company”). The Annual Meeting will be held on Wednesday, April 15, 2026, at 2:00 p.m., Pacific Time, solely online by remote communication, in a virtual only format atwww.virtualshareholdermeeting.com/SMCI2026. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted at www.proxyvote.com. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting atwww.virtualshareholdermeeting.com/SMCI2026. Only stockholders who held stock at the close of business on February 17, 2026 (the “Record Date”) may vote at the Annual Meeting, including any adjournment or postponement thereof.
The Annual Meeting will be held for the following purposes:
To elect three Class I directors to hold office until the annual meeting of stockholders following fiscal year 2028 or until their successors are duly elected and qualified.
To vote on a non-binding advisory resolution to approve the compensation of our named executive officers.
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, 2026 (“fiscal year 2026”).
To approve the further amendment and restatement of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan.
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 I 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 2026, 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.
On or about March 3, 2026, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and the Company’s annual report for the year ended June 30, 2025. The Notice provides instructions on how to vote via the internet or by telephone and how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed atwww.proxyvote.com. You will be asked to enter the control number located on your Notice or proxy card.
If you were a stockholder as of the close of business (Eastern Time) on February 17, 2026, 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
March 3, 2026
Information on our website, other than this Proxy Statement, is not a part of this Proxy Statement.
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.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| PROPOSAL 1 ELECTION OF CLASS I DIRECTORS | 3 |
| CORPORATE GOVERNANCE | 8 |
| MEETINGS AND COMMITTEES OF THE BOARD | 11 |
| EXECUTIVE OFFICERS | 15 |
| PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT | 16 |
| EXECUTIVE COMPENSATION | 18 |
| DIRECTOR COMPENSATION | 48 |
| EQUITY COMPENSATION PLAN INFORMATION | 51 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND DIRECTOR INDEPENDENCE | 52 |
| PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 56 |
| PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 57 |
| PROPOSAL 4 APPROVAL OF THE FURTHER AMENDMENT AND RESTATEMENT OF THE SUPER MICRO COMPUTER, INC. 2020 EQUITY AND INCENTIVE COMPENSATION PLAN | 59 |
| AUDIT COMMITTEE REPORT | 75 |
| QUESTIONS AND ANSWERS | 76 |
| “HOUSEHOLDING” OF PROXY MATERIALS | 81 |
| OTHER MATTERS | 82 |
| APPENDIX A – AMENDED AND RESTATED SUPER MICRO COMPUTER, INC. 2020 EQUITY AND INCENTIVE COMPENSATION PLAN | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.