Current Report Filing (8-k)
November 03 2021 - 4:31PM
Edgar (US Regulatory)
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0001126741
2021-11-02
2021-11-02
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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported):
November 2, 2021
GSI
Technology, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33387
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77-0398779
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification
No.)
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1213 Elko Drive
Sunnyvale, California 94089
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(Address of principal executive offices)
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Registrant's telephone number, including area
code:
(408)
331-8800
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class:
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Trading
Symbol(s)
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Name
of each exchange on which registered:
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Common Stock, $0.001 par value
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GSIT
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
On November 2, 2021, the board of directors
(the “Board”) of GSI Technology, Inc. (the “Company”) approved an amendment to the Company’s Corporate
Governance Guidelines that establishes a new policy under which directors must hold within five years an amount of stock valued at the
lesser of its purchase price or its fair market value (measured on October 31st of each year) equal to at least three times the
total annual retainer cash compensation paid by the Company for Board service (excluding for this purpose compensation that is not paid
to all independent directors, such as compensation for committee or chair service). The updated Corporate Governance Guidelines, incorporating
the Director Stock Ownership Guidelines, are available on the “Governance Overview” section of the Company’s Investor
Relations website located at https://ir.gsitechnology.com/corporate-governance/governance-overview.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 3, 2021
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By:
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/s/ Douglas M. Schirle
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Douglas M. Schirle
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Chief Financial Officer
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