Entry into a Material Definitive Agreement · Submission of Matters to a Vote of Security Holders
Item 1.01 Entry into a Material Definitive Agreement. On August 18, 2026, GSI Technology Taiwan Inc., a wholly-owned subsidiary of GSI Technology, Inc. (the “Company”), entered into a Factory Lease Agreement (the “Lease Agreement”) with Tai Yuen Textile Co., Ltd. (the “Lessor”) extending the existing lease of the Company’s 25,250 square foot facility in Chu-Pei City, Taiwan (the “Premises”).…
Filed Aug 21, 2026Accepted Aug 21, 2026, 4:05 PM EDTCIK 1126741Accession 0001104659-26-099675
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On August 18, 2026, GSI Technology Taiwan Inc., a wholly-owned
subsidiary of GSI Technology, Inc. (the “Company”), entered into a Factory Lease Agreement (the “Lease Agreement”)
with Tai Yuen Textile Co., Ltd. (the “Lessor”) extending the existing lease of the Company’s 25,250 square foot
facility in Chu-Pei City, Taiwan (the “Premises”). The Company uses the Premises as the primary office and operations facility
for its Taiwan subsidiary.
The Lease Agreement provides for a lease term of three (3) years,
commencing on September 1, 2026 and expiring on August 31, 2029. Monthly rent, inclusive of tax, under the Lease Agreement is
NT$605,640 (approximately US$19,015).
The Lease Agreement is an English translation of the original agreement,
which was executed in Chinese.
The foregoing description of the Lease Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Lease Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on August 20, 2026.
At the annual meeting, the matters set forth below were submitted to a vote of the Company’s stockholders. The final tally of shares
voted for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are
set forth below.
The Company’s stockholders elected the following five persons to serve on the Company’s Board of Directors until the next
annual meeting of stockholders and until their respective successors are duly elected and qualified, with the votes cast as follows:
Director Nominees For Withhold Broker Non-Vote
───────────────────────────────────────────────────────────────────────────
Elizabeth Cholawsky 15,450,100 753,629 9,535,179
Haydn Hsieh 15,086,815 1,116,914 9,535,179
Ruey L. Lu 14,807,220 1,396,509 9,535,179
Lee-Lean Shu 15,458,859 744,870 9,535,179
Ronald R. Steger 15,453,726 750,003 9,535,179
The Company’s stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting
firm for the fiscal year ending March 31, 2027, with the votes cast as follows:
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Votes For: 25,328,122
Votes Against: 236,149
Abstentions: 174,637
Broker Non-Votes: 0
The Company’s stockholders approved an advisory (non-binding) resolution regarding the fiscal 2026 compensation of the executive
officers named in the Summary Compensation Table, as disclosed in the Company’s proxy statement for the annual meeting, with the
votes cast as follows:
Votes For: 15,296,402
Votes Against: 868,466
Abstentions: 38,861
Broker Non-Votes: 9,535,179