---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-095501"
form_type: "8-K"
ticker: "GSIT"
cik: "0001126741"
company_name: "GSI TECHNOLOGY INC"
filed_at: "2023-08-28T23:59:59+00:00"
generated_at: "2026-06-11T02:48:02.234563+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# GSI Technology annual meeting results: all directors re-elected, auditor ratified

## Summary
- Seven directors elected: Bradley, Cholawsky, Hsieh, Lu, Nelson, Shu, Yau; each received >14.5M for votes.
- BDO USA, LLP ratified as independent auditor for FY 2024 with 18.9M for, 334K against.
- Advisory say-on-pay approved with 13.7M for, 1.1M against; frequency set to annual based on 14.1M votes for 1 year.
- Board determined to hold future say-on-pay votes annually until next required vote on frequency.

## SEC filing metadata
- accession: 0001104659-23-095501
- form_type: 8-K
- ticker: GSIT
- cik: 0001126741
- company_name: GSI TECHNOLOGY INC
- filed_at: 2023-08-28T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1126741/000110465923095501/0001104659-23-095501-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1126741/000110465923095501/tm2324889d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-095501
- JSON: https://secwatch.observer/filing/0001104659-23-095501.json
- Plain text: https://secwatch.observer/filing/0001104659-23-095501.txt

## Key facts
- Shareholder Votes
  GSI TECHNOLOGY INC shareholders approved Advisory (non-binding) resolution regarding fiscal 2023 compensation of named executive officers at the 2023-08-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-08-24
  source text: The Company’s stockholders approved an advisory (non-binding) resolution regarding the fiscal 2023 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: 13,728,970 Votes Against: 1,076,901 Abstentions: 75,564 Broker Non-Votes: 4,470,603
  evidence_url: https://www.sec.gov/Archives/edgar/data/1126741/000110465923095501/0001104659-23-095501-index.htm
- Shareholder Votes
  GSI TECHNOLOGY INC shareholders approved Advisory (non-binding) vote on frequency of future advisory votes on executive compensation at the 2023-08-24 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-08-24
  source text: A majority of the Company’s stockholders indicated on an advisory (non-binding) basis to hold an advisory stockholder vote on executive compensation annually, with the votes cast as follows: 1 Year: 14,144,985 2 Years: 22,132 3 Years: 645,999 Abstentions: 68,319 Broker Non-Votes: 4,470,603
  evidence_url: https://www.sec.gov/Archives/edgar/data/1126741/000110465923095501/0001104659-23-095501-index.htm
- Shareholder Votes
  GSI TECHNOLOGY INC shareholders approved Elect seven directors to serve on the Board of Directors until the next annual meeting at the 2023-08-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-08-24
  source text: The Company’s stockholders elected the following seven 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 Jack A. Bradley 14,594,949 286,486 4,470,603 Elizabeth Cholawsky 14,699,572 181,863 4,470,603 Haydn Hsieh 14,665,118 216,317 4,470,603 Ruey L. Lu 14,637,715 243,720 4,470,603 Barbara Nelson 14,597,883 283,552 4,470,603 Lee-Lean Shu 14,789,345 92,090 4,470,603 Robert Yau 14,818,137 63,298 4,470,603
  evidence_url: https://www.sec.gov/Archives/edgar/data/1126741/000110465923095501/0001104659-23-095501-index.htm
- Shareholder Votes
  GSI TECHNOLOGY INC shareholders approved Ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for fiscal year ending March 31, 2024 at the 2023-08-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-08-24
  source text: The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024, with the votes cast as follows: Votes For: 18,941,325 Votes Against: 333,956 Abstentions: 76,757 Broker Non-Votes: 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1126741/000110465923095501/0001104659-23-095501-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.