filings.toolsItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of January 31, 2025, by:
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Each of the NEOs during fiscal year 2024;
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Each of our directors;
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All directors and executive officers as a group; and
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All persons known to us who beneficially own 5% or more of our outstanding common stock.
| Name and Address of Beneficial Owner**(1)** | Amount and Nature of Beneficial Ownership**(2)** | Percent of Common Stock Outstanding**(3)** | |||||||||
| NEOs and Directors: | |||||||||||
| Charles Liang(4) | 78,801,056 | 13.0 | % | ||||||||
| Don Clegg(5) | 71,713 | * | |||||||||
| George Kao(6) | 304,581 | * | |||||||||
| David Weigand(7) | 359,601 | * | |||||||||
| Sherman Tuan | 252,626 | * | |||||||||
| Sara Liu(8) | 78,801,056 | 13.0 | % | ||||||||
| Tally Liu(9) | 296,140 | * | |||||||||
| Daniel Fairfax | 198,330 | * | |||||||||
| Judy Lin(10) | 64,760 | * | |||||||||
| Robert Blair(11) | 28,670 | * | |||||||||
| Yih-Shyan (Wally) Liaw(12) | 15,610,235 | 2.6 | % | ||||||||
| Susan Mogensen (Susie Giordano) | 320 | * | |||||||||
| All directors and executive officers as a group(13) | 95,988,032 | 15.9 | % | ||||||||
| 5% Holders Not Listed Above: | |||||||||||
| BlackRock, Inc.(14) | 41,338,350 | 7.0 | % | ||||||||
| The Vanguard Group(15) | 61,946,070 | 10.4 | % | ||||||||
| Entities Affiliated with G1 Execution Services, LLC(16) | 30,807,190 | 5.2 | % | ||||||||
| Total executive officers, directors & 5% or more stockholders | 38.5 | % |
- Represents beneficial ownership of less than one percent of the outstanding shares of common stock
(1)Except as otherwise indicated, to our knowledge the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws applicable and to the information contained in the footnotes to this table. Except as otherwise provided, the address of each stockholder listed in the table is 980 Rock Avenue, San Jose, CA 95131.
(2)Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or RSUs subject to vesting.
(3)Calculated on the basis of 593,481,352 shares of common stock outstanding as of January 31, 2025, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after January 31, 2025 are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.
(4)Includes 11,300,000 shares issuable upon the exercise of options exercisable within 60 days after January 31, 2025. Additionally, 1,000,000 shares from first tranche of FY2023 CEO Performance Grant was not reported in this table but will be exercisable within 60 days after January 31, 2025 upon certification by the Board shortly after the filing of this Annual Report. Also includes 26,477,520 shares jointly held by Mr. Liang and Sara Liu, his spouse, 44,406 shares held directly by Ms. Liu and 48,540 options exercisable by, and 4,470 RSU shares issuable to, Ms. Liu within 60 days after January 31, 2025. See footnote 8.
(5)Includes 39,950 options exercisable and 1,020 RSU shares issuable within 60 days after January 31, 2025.
(6)Includes 212,660 options exercisable and 1,830 RSU share issuable within 60 days after January 31, 2025.
(7)Includes 208,440 options exercisable and 2,670 RSU share issuable within 60 days after January 31, 2025.
(8)Includes 48,540 options exercisable and 4,470 RSU shares issuable within 60 days after January 31, 2025. Also includes 26,477,520 shares jointly held by Ms. Liu and Mr. Liang, her spouse, 40,926,120 shares held by Charles Liang, and 11,300,000 shares issuable to Mr. Liang upon the exercise of options exercisable within 60 days after January 31, 2025. Additionally, 1,000,000 shares from first tranche of FY2023 CEO Performance Grant was not reported in this table but will be exercisable within 60 days after January 31, 2025 upon certification by the Board shortly after the filing of this Annual Report. See footnote 4.
(9)Includes 12,420 options exercisable within 60 days after January 31, 2025.
(10)Includes 11,400 options exercisable within 60 days after January 31, 2025.
SMCI | 2024 Form 10-K | 169
(11)Includes 22,810 options exercisable within 60 days after January 31, 2025.
(12)Includes 178,120 options exercisable and 8,750 RSU shares issuable within 60 days after January 31, 2025.
(13)Includes 12,053,080 shares issuable upon the exercise of options exercisable within 60 days after January 31, 2025.
(14)The information is based solely on the Amendment No. 4 to Schedule 13G filed on October 25, 2024. BlackRock, Inc. has sole voting power over 38,386,020 shares of common stock and sole dispositive power over 41,338,350 shares of common stock. The address of the reporting person is 50 Hudson Yards, New York, New York 10001.
(15)The information is based solely on the Amendment No. 4 to Schedule 13G filed on April 10, 2024. The Vanguard Group has shared voting power over 1,302,100 shares of common stock, sole dispositive power over 59,498,950 shares of common stock and shared dispositive power over 2,447,120 shares of common stock. The address of the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(16)The information is based solely on the Schedule 13G filed on November 14, 2024 by G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC, which are affiliated independent broker-dealers. G1 Execution Services, LLC has sole voting power over 7,780 shares, shared voting power over 30,807,190 shares, sole dispositive power over 7,780 shares, and shared dispositive power over 30,807,190 shares. Susquehanna Investment Group has sole voting power over 966,000 shares, shared voting power over 30,807,190 shares, sole dispositive power over 966,000 shares and shared dispositive power over 30,807,190 shares. Susquehanna Securities, LLC has sole voting power over 29,833,410 shares, shared voting power over 30,807,190 shares, sole dispositive power over 29,833,410 shares, and shared dispositive power over 30,807,190 shares. The address of G1 Execution Services, LLC is 175 W. Jackson Blvd., Suite 1700, Chicago, IL 60604. The address of each of Susquehanna Investment Group and Susquehanna Securities, LLC is 401 E. City Avenue, Suite 220, Bala Cynwyd, PA 19004.
Equity Compensation Plan Information
We currently maintain three compensation plans that provide for the issuance of our Common Stock to officers and other employees, directors and consultants. These plans consist of the 2006 Equity Incentive Plan, the 2016 Equity Incentive Plan and the 2020 Plan. All three of these plans have been approved by our stockholders. We no longer grant any equity-based awards under the 2006 Equity Incentive Plan or the 2016 Equity Incentive Plan. The following table sets forth information regarding outstanding options and RSUs and shares reserved and remaining available for future issuance under the foregoing plans as of June 30, 2024:
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | Weighted average exercise price of outstanding options, warrants and rights (b)(2)(3) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(c)(4) | ||||||||||||||
| Equity compensation plans approved by security holders | 56,716,540 | $ | 17.57 | 12,669,100 | |||||||||||||
| Equity compensation plans not approved by security holders | — | — | |||||||||||||||
| Total | 56,716,540 | 12,669,100 |
(1)This number includes 35,443,550 shares subject to outstanding options and 21,272,990 shares subject to outstanding RSU awards.
(2)The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs which have no exercise price.
(3)The weighted-average remaining contractual term of our outstanding options as of June 30, 2024 was 7.03 years.
(4)All of these shares may be issued with respect to award vehicles other than just stock options or other rights to acquire shares.
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