Supermicro Successfully Completes Independent Review of Governance

Supermicro Completes Review by Independent Special Committee

Super Micro Computer, Inc. (NASDAQ: SMCI), a leading provider of Total IT Solutions for AI, Cloud, Storage, and 5G/Edge, has successfully completed a significant review led by an independent Special Committee formed by its Board of Directors. The review's conclusion marks a pivotal moment for the company, highlighting its commitment to integrity and transparency.

Special Committee Findings

The Special Committee's investigation revealed critical insights regarding the company's governance practices. It was found that the resignation of the previous accounting firm, Ernst & Young LLP, and the implications thereof were unsupported by the investigation's findings. The committee's thorough review established that there was no evidence of misconduct by either management or the Board of Directors.

Integrity of Management and Audit Committee

According to the committee's preliminary findings, both the senior management and the Audit Committee acted with integrity and independence. The investigation concluded that there were no substantial concerns about their commitment to maintaining materially accurate financial statements.

Ensuring Independence

Furthermore, the Audit Committee's oversight was praised for its effectiveness. The Special Committee expressed confidence in its independence and asserted that it provided appropriate oversight, particularly concerning financial reporting.

Formation and Methodology of the Special Committee

The Special Committee was established in response to concerns raised regarding governance and financial accountability. This initiative was undertaken after EY communicated specific issues pertaining to the company's internal controls and governance structure. The thorough investigation involved independent legal counsel and a forensic accounting firm, ensuring a comprehensive analysis of the concerns raised.

Key Areas of Investigation

Several areas were scrutinized during the investigation:

• Rehiring of Former Employees: The committee examined the processes surrounding the rehiring of individuals who had previously resigned following an Audit Investigation.
• Revenue Recognition Practices: An in-depth review of sales practices, with particular attention given to financial reporting and revenue recognition during quarter-ends.
• Export Control Compliance: Assessment of adherence to U.S. export laws amidst various allegations.
• Related Party Disclosures: Evaluation of disclosures related to business relationships following insights from a short-seller report.

Recommendations from the Special Committee

The findings culminated in several strategic recommendations aimed at enhancing governance and operational compliance:

• New Chief Financial Officer: Appointing an experienced CFO to navigate the rapid growth anticipated by the company.
• Chief Accounting Officer: Introduction of a Chief Accounting Officer to bolster financial oversight.
• Chief Compliance Officer: Establishing a separate role for compliance to ensure rigorous monitoring of rehired employees.
• Expansion of Legal Department: Increasing the legal team to support the complex business operations of the company effectively.
• Enhanced Training Protocols: Improved training programs to align with financial compliance and accounting standards.

Company's Commitment to Recommendations

Supermicro's Board has accepted all the recommendations put forth by the Special Committee. The company is committed to enhancing its corporate governance in light of their findings. Immediate actions include the initiation of searches for a new Chief Financial Officer and a Chief Compliance Officer, while Kenneth Cheung has been appointed as the Chief Accounting Officer.

Current Financial Outlook

As of late November 2024, the company communicated optimism regarding its ability to finalize its Annual Report on Form 10-K and Quarterly Report on Form 10-Q, securing its compliance with Nasdaq requirements. Importantly, Supermicro does not foresee any restatements of prior financial statements or quarterly reports, reinforcing its commitment to sound financial practices.

About Super Micro Computer, Inc.

Supermicro, listed on NASDAQ under ticker SMCI, is recognized as a global leader in innovation regarding Application-Optimized Total IT Solutions. Based in San Jose, California, the company delivers cutting-edge products tailored for Enterprise, Cloud, AI, and 5G Telco/Edge applications. Supermicro focuses on environmentally friendly computing solutions, contributing to sustainability while driving leaders in technology innovation across its diverse customer base.

Frequently Asked Questions

What triggered the formation of the Special Committee?

The Special Committee was formed following concerns communicated by Ernst & Young about governance and financial reporting practices.

What were the key findings of the Special Committee?

The committee found no evidence of fraud or misconduct and concluded that both management and the Audit Committee acted with integrity.

How long did the investigation take?

The investigation was comprehensive, extending over a period of more than three months, involving extensive document analysis and numerous interviews.

What recommendations did the Special Committee propose?

Recommendations included appointing new executive positions and enhancing compliance and training processes to support stability and growth.

What is Supermicro's commitment to its future?

Supermicro is dedicated to enhancing governance and compliance as it navigates its ambitious growth plans in the evolving tech landscape.

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