19, 2013 22, 2013 2014. GSI TECHNOLOGY, INC. 22, 2013 Haydn Hsieh Ruey L. Lu Lee-Lean Shu Arthur O. Whipple Robert Yau eMPIA Technology and in executive roles at ARK Logic and Western Digital has provided him with broad industry and executive experience. Moreover, his management experience with a company headquartered in Taiwan provides him with a valuable perspective on global business operations. 2013. advisory services prior to retaining Compensia. 2013. 2013. areas that are relevant to GSI notice must be received not later than the close of business on the 10th day following the day on which the public announcement of the date of such meeting is first made. Audit Fees(1) Tax Fees(2) Other Fees(3) compensation. However, it is not the Compensation Committee’s policy to adopt a specific schedule for attaining that objective or a rigid formula or benchmark system related to peer company compensation practices. Company, consistent with its standard practice for non-officer employees. and market factors. Committee. compensation packages that had been adopted for previous years. Lee-Lean Shu David Chapman Didier Lasserre Douglas M. Schirle Robert Yau during fiscal Lee-Lean Shu David Chapman Didier Lasserre Douglas M. Schirle Robert Yau Lee-Lean Shu David Chapman Didier Lasserre Douglas Schirle Robert Yau trading day following the public announcement of our financial results for the preceding quarter or the date of the meeting at which the grant is approved. officers, while the competitiveness of the total cash compensation of our executive officers is enhanced by above-median incentive compensation targets. Compensia noted that long-term incentives were at or below the 25th percentile for most of our executive officers, contributing to total compensation levels that continued to be below the median of the Fiscal 2014 Peer Companies. Lee-Lean Shu David Chapman Didier Lasserre Douglas M. Schirle Robert Yau net revenue and operating income goals in an economic environment that continues to present significant challenges. Our ability to achieve our fiscal 2013. Lee-Lean Shu President and Chief Executive Officer Douglas Schirle Chief Financial Officer Didier Lasserre Vice President, Sales Robert Yau Vice President, Engineering David Chapman Vice President, Marketing Lee-Lean Shu Douglas Schirle Didier Lasserre Robert Yau David Chapman Lee-Lean Shu Douglas Schirle Didier Lasserre Robert Yau David Chapman Lee-Lean Shu Robert Yau 2013. Ruey L. Lu Arthur O. Whipple Haydn Hsieh Equity compensation plans approved by stockholders Principal Stockholders: Royce & Associates, LLC(4) Ching-Ho Cheng(5) Ameroc Corp.(6) Jing Rong Tang(7) Directors and Named Executive Officers: Lee-Lean Shu(8) Arthur O. Whipple(9) Haydn Hsieh(10) Robert Yau(11) Didier Lasserre(12) Douglas Schirle(13) David Chapman(14) Ruey L. Lu(15) All executive officers and directors as a group (13 persons)(16) 2014.ýx
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18, 2012year'syear’s annual meeting of stockholders will be held on Thursday, August 23, 2012,22, 2013, at 2:00 p.m. local time, at the offices of DLA Piper LLP (US), 2000 University Avenue, East Palo Alto, California 94303. You are cordially invited to attend.Technology'sTechnology’s Annual Report to Stockholders is also enclosed for your information. At the annual meeting we will review GSI Technology'sTechnology’s activities over the past year and our plans for the future. The Board of Directors and management look forward to seeing you at the annual meeting. Sincerely yours,
/s/
Lee-Lean Shu23, 201223, 2012,22, 2013, at 2:00 p.m. local time, at the offices of DLA Piper LLP (US) located at 2000 University Avenue, East Palo Alto, California 94303, for the following purposes:2013.as disclosedincluded in the proxy statement for the annual meeting.3.3. Stockholders of record at the close of business on July 12, 201211, 2013 are entitled to notice of, and to vote at, the meeting and any adjournment or postponement.postponement thereof. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal offices located at 1213 Elko Drive, Sunnyvale, California 94089./s/
Robert Yau18, 201219, 2013IMPORTANT: Please vote your shares via the Internet, as described in the accompanying materials, to assure that your shares are represented at the meeting, or, if you received a paper copy of the proxy card by mail, you may fill in, date and sign the proxy card and return it in the accompanying postage-paid envelope to ensure that your shares are represented at the meeting. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card or submitted your proxy via the Internet. IMPORTANT: Please vote your shares via the Internet, as described in the accompanying materials, to assure that your shares are represented at the meeting, or, if you received a paper copy of the proxy card by mail, you may fill in, date and sign the proxy card and return it in the accompanying postage-paid envelope to ensure that your shares are represented at the meeting. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card or submitted your proxy via the Internet. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 23, 2012: Our proxy statement is enclosed. Financial and other information concerning GSI Technology, Inc. is contained in our annual report to stockholders for the fiscal year ended March 31, 2012. A complete set of proxy materials relating to our annual meeting is available on the Internet. These materials, consisting of the notice of annual meeting, proxy statement, proxy card and annual report to stockholders, may be viewed and downloaded at:http://phx.corporate-ir.net/phoenix.zhtml?c=178464&p=proxy.23, 201223, 2012,22, 2013, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This proxy statement and the enclosed proxy are being mailed to stockholders on or about July 18, 2012.22, 2013. References in this proxy statement to the "Company," "we," "our," "us"“Company,” “we,” “our,” “us” and "GSI Technology"“GSI Technology” are to GSI Technology, Inc., and references to the "annual meeting"“annual meeting” are to the 20122013 Annual Meeting of Stockholders. When we refer to the Company'sCompany’s fiscal year, we mean the annual period ending on March 31. This proxy statement covers our fiscal year ended March 31, 2012 ("2013 (“fiscal 2012"2013”).12, 201211, 2013 will be entitled to vote at the meeting and any adjournment thereof. As of that time, we had 27,253,52927,476,885 shares of common stock outstanding, all of which are entitled to vote with respect to all matters to be acted upon at the annual meeting. Each stockholder of record as of that date is entitled to one vote for each share of common stock held. Our Bylaws provide that a majority of all of the shares entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the meeting. Votes for and against, abstentions and "broker non-votes"“broker non-votes” will each be counted as present for purposes of determining the presence of a quorum. If a quorum shall fail to attend the meeting, the chairman of the meeting or the holders of a majority of the shares entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time."street name"“street name”) but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include increases in authorized common stock for general corporate purposes and ratification of auditors. Non-routine matters include the election of directors, and amendments to stock plans.plans and executive compensation-related proposals. If you are a beneficial owner and hold your shares in "street“street name,"” it is critical that you cast your vote if you want it to count in the election of directors and the executive compensation relatedcompensation-related proposals.stockholder'sstockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy, the shares will be voted"FOR" “FOR” the election of management'smanagement’s nominees for director,"FOR" “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our registered public accounting firm for the fiscal year ending March 31, 20132014 and"FOR" “FOR” the compensation of executive officers named in the Summary Compensation Table.stockholder'sstockholder’s identity and to allow the stockholder to vote his or her shares and confirm that his or her voting instructions have been properly recorded. If you do not wish to vote via the Internet, please complete, sign and return the proxy card in the self-addressed, postage paid envelope provided.to vote your shares.shares should be voted. If an executed proxy card is returned by a broker or bank holding shares which indicates that the broker or bank has not received voting instructions and does not have discretionary authority to vote on the proposals, the shares will be considered present at the meeting for purposes of determining the presence of a quorum, but will not be considered to have been voted in favor of the proposals. Your broker or bank will vote your shares on Proposal No. 1 and Proposal No. 3 only if you provide instructions on how to vote by following the instructions that they provide to you. Please note that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the record holder.22, 2012.21, 2013. Submitting your proxy via the Internet will not affect your right to vote in person should you decide to attend the annual meeting in person.stockholder'sstockholder’s shares are held of record by a broker, bank or other nominee and the stockholder wishes to vote those shares at the annual meeting, the stockholder must bring to the annual meeting a letter from the broker, bank or other nominee confirming such stockholder'sstockholder’s beneficial ownership of the shares.Results.Results. We will announce preliminary voting results at the annual meeting. We will report final results in a Form 8-K report filed with the U.S. Securities and Exchange Commission (the "SEC"“SEC”). Management's20132014 and until their successors are elected and qualified. If any of the nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as we may designate.highestgreatest number of votes will be elected. AbstentionsA “Withhold” vote will have no effect on the vote. Our Board of Directors has no reason to believe that any nominee named herein will be unable or unwilling to serve."FOR"“FOR” the nominees named above.2012: Principal Occupation Age Director
Since Vice Chairman and Chief Executive Officer of Wistron NeWeb Corp. 57 2008 President of eMPIA Technology 56 2000 President, Chief Executive Officer and Chairman of the Board of Directors of GSI Technology 57 1995 Chief Financial Officer of PLX Technology, Inc. 64 2007 Vice President, Engineering and Secretary of GSI Technology 59 1995 Vice Chairman and Chief Executive Officer of Wistron NeWeb Corp. 58 2008 President of eMPIA Technology 57 2000 President, Chief Executive Officer and Chairman of the Board of Directors of GSI Technology 58 1995 Arthur O. Whipple Chief Financial Officer of PLX Technology, Inc. 65 2007 Vice President, Engineering and Secretary of GSI Technology 60 1995 Hsieh'sHsieh’s broad management responsibilities provide relevant experience in a number of strategic and operational areas. Moreover, his management experience with, and service as an outside board member to, companies headquartered in Taiwan provides him with a valuable perspective on global business operations.Lu'sLu’s experience as President ofShu'sShu’s role as a co-founder of our company and his day-to-day involvement in the management of our business has provided him with extensive knowledge and understanding of GSI Technology and its industry. As Chief Executive Officer, he is in a unique position to provide our Board with insight and information related to our business and operations and to participate in the ongoing review of strategic issues.Whipple'sWhipple’s experience as a chief financial officer and in other finance roles has provided him with broad experience in finance including accounting, financial reporting and compliance with U.S. federal securities laws. He also brings strong leadership skills and knowledge of engineering and operations management, gained through his years of service to companies engaged in various segments of the semiconductor industry."independent director"“independent director” for purposes of the Nasdaq listing standardsListing Rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, as the term relates to membership on the Board and the various Board committees.Shu'sShu’s role in founding GSI Technology and his significant ownership stake and because Mr. Shu is the Board member who is most familiar with our business strategy and our industry. The Board also believes that the combined role of Chairman and CEO facilitates the flow of information between the Board and management, improves the Board'sBoard’s ability to focus on key policy and operational issues and helps the Board operate in the long-term interests of our stockholders. In June 2010, on the recommendation of the Nominating and Governance Committee, the Board established the position of lead director. Mr.Arthur O. Whipple currently serves in that position. The lead director serves as the principal liaison between the independent directors and the Chairman. In that capacity, the lead director presides over executive sessions of the independent directors, chairs Board meetings in the Chairman'sChairman’s absence, and collaborates with the Chairman on agendas, schedules and materials for Board meetings. The Board believes that this leadership structure provides the appropriate balance of management and non-management oversight. The Nominating and Corporate Governance Committee periodically evaluates our leadership structure to ensure that we maintain a structure that is beneficial to us and our stockholders, and will recommend any appropriate changes to the Board.Directors'Directors’ Role in Risk Oversightand regularly reviews, matters relating to management and Board succession planning.our risk management oversight. In particular, the Audit Committee plays a significant role in monitoring and assessing our financial and operational risks, and receives regular reports from senior management regarding particular areas of concern.risks. The Audit Committee is also responsible for establishing and administering our code of conduct and reviewing transactions between the Company and any related parties. The Compensation Committee monitors and assesses risks associated with our compensation policies, and overseesconsults with management and the Board concerning the development of incentives that encourage a level of risk-taking consistent with our overall strategy, as further discussed under the heading "Compensation“Compensation Discussion and Analysis."” The Nominating and Governance Committee has oversight responsibility for corporate governance risks, including risks associated with director independence. Our executive management meets regularly to discuss our strategy and the risks that we face. Senior officers attend Board meetings where they are available to address questions or concerns raised by the Board onregarding risk management-relatedmanagement related matters.www.gsitechnology.com. The Board of Directors held sixten meetings during the fiscal year ended March 31, 2012. During fiscal 2012, all2013. Each of the directors attended 100% of the total number of meetings of the Board and all of the committees of the Board on which such director served that were held during that period.fiscal 2013. Directors are encouraged to attend our annual meetings of stockholders, but the Board has not adopted a formal policy with respect to such attendance. Two of our directors attended last year'syear’s annual meeting.listing standardsListing Rules as they apply to audit committee members. Mr. Whipple has been designated as our "audit“audit committee financial expert,"” as the term is defined in applicable SEC rules. The Audit Committee operates under a charter that is available on our website atwww.gsitechnology.comwww.gsitechnology.com. The functions of the Audit Committee include oversight, review and evaluation of our financial statements, accounting and financial reporting processes, internal control functions and the audits of our financial statements. The Audit Committee is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. Additional information regarding the Audit Committee is set forth in the Report of the Audit Committee immediately following Proposal No. 2.eightnine meetings during the fiscal year ended March 31, 2012.listing standards.Listing Rules. The Compensation Committee operates under a charter that is available on our website atwww.gsitechnology.comwww.gsitechnology.com. The purpose of the Compensation Committee is to assist the Board of Directors in carrying out its responsibilities with respect to: (i) overseeing the Company'sCompany’s compensation policies and practices; and (ii) reviewing and approving compensation and compensation procedures for the Company'sCompany’s executive officers. More specifically, the Compensation Committee'sCommittee’s responsibilities include: periodically reviewing and advising the Board of Directors concerning the Company'sCompany’s overall compensation philosophy, policies and plans, including reviewing both regional and industry compensation practices and trends; advising management on the composition ofidentifying any peer group of companies to be used for comparison purposes; reviewing and approving corporate and personalall performance goals and objectives relevant to the compensation of all executive officers and settingassessing the achievement of such goals and objectives; determining and approving all compensation for the Company’s executive officers (including salary and incentive-based compensation (including but not limited to salary, bonus, incentive compensation, equity awards,benefits and perquisites)awards); making recommendations to the Board of Directors regarding the establishment and terms of the Company'sCompany’s incentive compensation plans and equity compensation plans, and administering such plans; making and approving grants of options and other awards to all executive officers under the Company's compensation plans; and making and approving grants of options and other equity awards to all executive officers and other eligible individuals.individuals under the Company’s equity compensation plans. Other responsibilities of the Compensation Committee include: reviewing and approving compensation-related matters outside the ordinary course of business, including but not limited to employment contracts, change-in-control provisions, severance arrangements, and material amendments thereto; based upon its review and discussion with management, recommending to the Board of Directors whether thepreparing an annual report on executive compensation, including a Compensation Discussion and Analysis, and any other disclosures regarding executive compensation should be includedfor inclusion in the Company'sCompany’s proxy statement Form 10-K report, or information statement, as applicable,for the annual meeting of stockholders; monitoring and preparingassessing risks associated with the related report required by the rules of the SEC;Company’s compensation policies and consulting with management regarding such risks; and reporting to the Board of Directors on the Compensation Committee'sCommittee’s activities on a regular basis. The Compensation Committee'sCommittee’s Charter provides for delegation of any of these duties to one or more subcommittees comprised of one or more members of the Compensation Committee. Regarding most compensation matters, including executive compensation, Company management provides recommendations to the Compensation Committee.doeshad not currently engage any consultant relatedengaged the services of an outside consulting firm to provide executive compensation matters.2012.www.gsitechnology.com. The Nominating and Governance Committee identifies prospective board candidates, recommends nominees for election to our Board of Directors, develops and recommends board member selection criteria, considers committee member qualification, reviews and makes recommendations to the Board of Directors regarding Board and committee compensation, recommends corporate governance principles to the Board of Directors, and provides oversight in the evaluation of the Board of Directors and each committee.2012.candidate'scandidate’s relevant background, experience and skills and expected contributions to the Board of Directors. The Nominating and Governance Committee also seeks appropriate input from the Chief Executive Officer and other executive officers in assessing the needs of the Board of Directors for relevant background, experience and skills of its members.Committee'sCommittee’s goal is to assemble a Board of Directors that brings to GSI Technology a diversity of experience at policy-making levels in business and technology, and inTechnology'sTechnology’s global activities. Directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our stockholders. They must have an inquisitive and objective outlook and mature judgment. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are or have been affiliated. Director candidates must have sufficient time available, in the judgment of the Nominating and Governance Committee, to perform all Board and committee responsibilities that will be expected of them. Members of the Board of Directors are expected to rigorously prepare for, attend and participate in all meetings of the Board of Directors and applicable committees. While we do not have a specific policy regarding diversity, when considering the nomination of directors, the Nominating and Governance Committee does consider the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors. Other than the foregoing, there are no specific minimum criteria for director nominees, although the Nominating and Governance Committee believes that it is preferable that a majority of the Board of Directors meet the definition of "independent director"“independent director” set forth in Nasdaq and SEC rules. The Nominating and Governance Committee also believes it appropriate for one or more key members of the Company'sCompany’s management, including the Chief Executive Officer, to serve on the Board of Directors.year'syear’s annual meeting of stockholders and contains the following information:•candidate'scandidate’s name, age, contact information and present principal occupation or employment; and•candidate'scandidate’s qualifications, skills, background and business experience during at least the last five years, including his or her principal occupation and employment and the name and principal business of any company or other organization where the candidate has been employed or has served as a director.year'syear’s annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been advanced by more than 30 days from the date contemplated at the time of the previous year'syear’s proxy statement, suchcorrespondencesuch communications to the Board of Directors, or the individual director or directors, except for spam, junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations, advertisements, or patently offensive or otherwise inappropriate material. Our Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within GSI Technology for review and possible response.www.gsitechnology.com. If we make any substantive amendments to the code or grant any waiver from a provision of the code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website, as well as via any other means then required by Nasdaq listing standardsListing Rules or applicable law.2012,2013, no member of the Compensation Committee had any relationship with GSI Technology requiring disclosure under Item 404 of Regulation S-K. During fiscal 2012,2013, none of GSI Technology'sTechnology’s executive officers served on the compensation committee (or its equivalent) or board of directors of another entity any of whose executive officers served on GSI Technology'sTechnology’s Compensation Committee or Board of Directors.2013.2014. PricewaterhouseCoopers LLP has acted in such capacity since its initial appointment in fiscal 2000. A representative of PricewaterhouseCoopers LLP is expected to be present at the annual meeting, with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions.20112012 and March 31, 20122013 by PricewaterhouseCoopers LLP: Fiscal 2011 Fiscal 2012 $ 807,000 $ 825,000 $ 54,500 $ 55,000 $ 1,800 $ 1,800 (1)Fiscal 2011 and 2012 Audit Fees consist of fees for professional services rendered for the integrated audit of GSI Technology's annual consolidated financial statements and internal control framework, the review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings.(2)Tax Fees consist of fees for consultation on various tax matters and compliance with federal and state income tax filing requirements.(3)Other Fees consist of fees related to the license of specialized accounting research software. Audit Fees(1) $ 825,000 $ 823,000 Tax Fees(2) 55,000 69,700 Other Fees(3) 1,800 - Total Fees $ 881,800 $ 892,700 __________________________________ (1) Audit Fees consist of fees for professional services rendered for the integrated audit of GSI Technology’s annual consolidated financial statements and internal control framework, the review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings. (2) Tax Fees consist of fees for consultation on various tax matters and compliance with federal and state income tax filing requirements. (3) Other Fees consist of fees related to the license of specialized accounting research software. Committee'sCommittee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval."FOR"“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013.2014.Technology'sTechnology’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the design and maintenance of our internal control systems. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for expressing an opinion as to the conformity of our audited financial statements with generally accepted accounting principles and the effectiveness of our internal control over financial reporting."independent director"“independent director” as defined in the Nasdaq listing standards.Listing Rules. The Audit Committee acts pursuant to a written charter that has been adopted by the Board of Directors. A copy of this charter is available on our website atwww.gsitechnology.comwww.gsitechnology.com.Technology'sTechnology’s audited financial statements and the results of management'smanagement’s assessment of the effectiveness of GSI Technology'sTechnology’s internal control over financial reporting as of March 31, 2012.2013. The Audit Committee has discussed and reviewed with our independent registered public accounting firm all matters required to be discussed by Statement on Auditing Standards No. 61, (Communication with Audit Committees)as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has met with PricewaterhouseCoopers LLP, with and without management present, to discuss the overall scope of PricewaterhouseCoopers'PricewaterhouseCoopers’ audit, the results of its examinations, and the overall quality of GSI Technology'sTechnology’s financial reporting and internal control over financial reporting.firm'sfirm’s independence consistent with Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3600T, discussed with the independent registered public accounting firm any relationships that may impact their objectivity and independence, and satisfied itself as to the independent registered public accounting firm'sfirm’s independence.Technology'sTechnology’s audited financial statements be included in GSI Technology'sTechnology’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012.2013. THE AUDIT COMMITTEE
Arthur O. Whipple (Chair) Haydn Hsieh Ruey L. Lu "Say-on-Pay"“Say-on-Pay” vote. At our 2011 Annual Meeting of Stockholders, held on August 24, 2011, our stockholders voted in favor of holding future "Say-on-Pay"“Say-on-Pay” votes on an annual basis. The Board subsequently determined that such advisory votes shall be held annually at the annual meeting of stockholders."named“named executive officers,"” which is disclosed and discussed elsewhere in this proxy statement. The vote is advisory, which means that it is not binding on the Board of Directors, the Compensation Committee or the Company in any way. However, the Compensation Committee will review the outcome of the vote and take it into consideration when considering future executive compensation policies and decisions.wethe Compensation Committee will consider our stockholders'stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. RESOLVED, that the stockholders of GSI Technology, Inc. approve, on an advisory basis, the compensation of the Company's named executive officers for the fiscal year ended March 31, 2012, as disclosed pursuant to Item 402 of Regulation S-K in the Company's definitive proxy statement for the 2012 Annual Meeting of Stockholders.“RESOLVED, that the stockholders of GSI Technology, Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended March 31, 2013, as disclosed pursuant to Item 402 of Regulation S-K in the Company's definitive proxy statement for the 2013 Annual Meeting of Stockholders.” "FOR"“FOR” approval of the foregoing resolution.OverviewOverview describesexplains our compensation philosophy and the objectives components and procedures with respect to the compensation of our executive officers and our compensation-setting process and provides more detailed information regarding the compensation of our Chief Executive Officer, our Chief Financial Officer, and our other three most highly-compensated executive officers, determined as of March 31, 2012.2013. We refer to these individuals as our "named“named executive officers."” This discussion focuses on the information contained in the tables and related footnotes and narrative included below, primarily for our 20122013 fiscal year, but also contains information regarding compensation actions taken before and after fiscal 20122013 to the extent we believe such information enhances our disclosure regarding executive compensation disclosure.Philosophy and ObjectivesPhilosophy and Objectives officers'officers’ contributions to achieving revenue growth, increasing operating profits and controlling costs. We operate in a very competitive environment for executive talent, and it is our belief that our compensation packages should be competitive when compared to our peers and should also be aligned with our stockholders'stockholders’ short and long-term interests.Company'sCompany’s executive officers were substantially underpaid compared to the officers of its peer companies. At that time, the Compensation Committee also determined that the policy of the Company, over a period of three to five years, would be to increase the aggregatetotal compensation of the executive officers to more closely approximate the average aggregatemedian compensation paid by the Company'sCompany’s peer companies to officers performing comparable functions.Compensation-Setting Process officers'officers’ total compensation, the Compensation Committee considers individual and company performance, as well as compensation surveys and other market information regarding compensation paid by comparable companies, including our industry peers. TheHistorically, the Compensation Committee considershas considered the grant of equity awards to its executive officers on an individual basis at the time of the annual anniversary of their employment with the Company.Technology'sTechnology’s executive officers, the Compensation Committee considershas considered compensation data and analyses assembled and prepared by the Committee and our Human Resources staff. The Chief Executive Officer provides the Compensation Committee with a review of each of the other executive officer'sofficer’s individual performance and contributions over the past year and makes recommendations regarding their compensation, which the Compensation Committee considers. In making compensation decisions, our Chief Executive Officer and our Compensation Committee have considered the Company'sCompany’s financial performance as well as the experience level and contributions of the individual executive officer, the role and responsibilities of the executive officer To date,compensation.Componentscompensation for fiscal 2014. The Compensation Committee has assessed the independence of Compensia pursuant to applicable SEC rules and concluded that no conflicts of interest exist that would affect Compensia’s independence in providing services and advice to the CompensationComponents of Compensation Fiscal 2012 Base SalaryFiscal 2013 Base Salary Company'sCompany’s peers. For purposes of the fiscal 20122013 compensation review, the peerthose companies consisted of:(the “Fiscal 2013 Peer Companies”) were:PLX Technology, Inc.IncorporatedAnadigics, Inc.IXYS CorporationAuthenTec, Inc.Memsic, Inc.Conexant Systems, Inc.Mindspeed Technologies, Inc.DSP Group, Inc.Pericom Semiconductor CorporationEntropic Communications, Inc.Pixelworks, Inc.Company'sCompany’s executive officers continued to be underpaid compared to the officers of its peer companies.the Fiscal 2013 Peer Companies. It also reaffirmed its determination, initially made in March 2010, that it should be the policy of the Company, over a period of three to five years, to increase the aggregatetotal compensation of theour executive officers (composed of base compensation, variable cash compensation and equity awards) to more closely approximate the average aggregatemedian total compensation paid by the Company'sCompany’s peer companies to officers performing comparable functions. The Compensation Committee then considered2012, taking2013, the Compensation Committee took into account the foregoing policy, its general compensation philosophy, as described above, and various other considerations, including the following:•peer companiesFiscal 2013 Peer Companies (noting that most of this comparative data was for earlier periods);•Company'sCompany’s financial performance during fiscal 2011,2012, including the achievement of recordstrong revenues and gross profit as well as net income in each quarter despite a challenging market for its products and net income;•Company'sCompany’s fiscal 20122013 financial performance;•byto the Company'sCompany’s non-officer employees which averaged approximately four percent3% over fiscal 20112012 levels;•officers; and•increase2011 Annual Meeting of Stockholders, the stockholders had approved the compensation of our named executive officers for fiscal 2011. Partially in recognition of this positive stockholder value represented byfeedback, the trading price ofCommittee adopted a compensation package for fiscal 2013 having the Company's common stock oversame basic structure as the course of the fiscal year.4, 2011,2, 2012, the Compensation Committee set new base salaries for our executive officers, effective April 1, 2011,2012, representing increases ofranging from 4% to 10% over fiscal 20112012 base salaries for each of theour executive officers. The fiscal 20122013 base salaries of the named executive officers and the median base salaries of officers with comparable responsibilities at the peer companiesFiscal 2013 Peer Companies were as follows: Title Fiscal 2012
Base Salary Median Peer
Company
Base Salary President and Chief Executive Officer $ 317,830 $ 345,677 Vice President, Marketing $ 220,993 $ 241,587 Vice President, Sales $ 252,303 $ 218,444 Chief Financial Officer $ 236,044 $ 239,519 Vice President, Engineering $ 223,624 $ 254,831 2012 Variable Compensation PlanName President and Chief Executive Officer $351,184 $352,840 Vice President, Marketing $234,252 $255,000 Vice President, Sales $262,394 $242,940 Chief Financial Officer $249,288 $263,442 Vice President, Engineering $237,041 $283,682 2013 Variable Compensation Plan 4, 2011,2, 2012, the Compensation Committee adopted the 20122013 Variable Compensation Plan (the "2012 Plan"“2013 Plan”), which was similar in structure to previous variable compensation plans for the Company'sCompany’s executive officers. The 20122013 Plan was designed to encourage performance and retention of eligible employees by providing cash bonus awards based on our financial performance during the fiscal year endingended March 31, 2012.2013. Each of our executive officers was eligible to participate in the 20122013 Plan. Certain other officers wereare also eligible to participate.20122013 Plan, each participant had a designated target bonus. The target bonus for Lee-Lean Shu, our President, Chief Executive Officer and Chairman, was $200,000,$250,000, and the target bonus for each of the other executive officers was $100,000.$125,000. These target bonuses represented 25% increases over the target bonuses established under the 2012 Variable Compensation Plan. If the target financial goals were exceeded, actual bonus awards payable to participants in the 2013 Plan could have been up to two times their target bonuses. The target bonuses were set at levels that, if achieved, would increase the total cash compensation of our executive officers to more closely approximate the levelsmedian total cash compensation paid to officers of our peer companies. The Compensation Committee considered the critical role of Mr. Shu, our President and Chief Executive Officer, in our long-term success when determining his target bonus amount. The use of the same target bonus amount for each of our other named executive officers other than our President and Chief Executive Officer reflectsreflected the Compensation Committee'sCommittee’s desire to treatencourage a team approach by treating our executive officers equally with respect to bonus opportunities. The actual bonus awards were computed on the basis of our fiscal 20122013 operating results, with 40% of the award based on the achievement of targeted net revenues and 60% based on the achievement of targeted adjusted operating income. The percentage allocation between these two targets reflected a balance between the Compensation Committee'sCommittee’s desire to make the target bonus achievable given the comparatively greater ability of our executive officers to increase revenues, while still focusing the attention of our executive officers on our profitability, which it believes to be the most important factor in improving stockholder value.2012,2013, our net revenues were 82.2%86.8% of the 20122013 Plan target while our adjusted operating income was substantially below81.2% of the 20122013 Plan target, resulting in earned bonuses of 59.7%67.0% of the net revenue target bonus and 0.0%73.1% of the operating income target bonus. Original target bonuses for each of the named executive officers under the 20122013 Plan, bonuses actually earned under the plan for their services20122013 and data on bonuses and other non-equity compensation paid by the peer companiesFiscal 2013 Peer Companies were as follows: Fiscal 2012
Target Bonus Fiscal 2012
Bonus Earned Median Peer Group
Non-equity
Incentive
Compensation $ 200,000 $ 47,752 $ 179,701 $ 100,000 $ 23,876 $ 52,233 $ 100,000 $ 23,876 $ 42,000 $ 100,000 $ 23,876 $ 75,000 $ 100,000 $ 23,876 $ 81,113 Name Lee-Lean Shu $250,000 $176,655 $267,537 David Chapman $125,000 $88,328 $139,764 Didier Lasserre $125,000 $88,328 $114,154 Douglas M. Schirle $125,000 $88,328 $127,360 Robert Yau $125,000 $88,328 $42,500 20122013 Plan are subject to vesting based on the participant'sparticipant’s continued employment with the Company, with 60% becoming vested and payable on the last business day in April 20122013 and 20% becoming vested and payable on the last business day in April of each of the succeeding two years. The staged vesting of the bonus awards is intended to further align participants'participants’ interests with the long-term interest of our stockholders.Total Fiscal 2012 Cash CompensationTotal Fiscal 2013 Cash Compensation 20122013 was:Name Lee-Lean Shu President and Chief Executive Officer 351,184 527,839(1) David Chapman Vice President, Marketing 234,252 322,580(2) Didier Lasserre Vice President, Sales 262,394 356,122(3) Douglas Schirle Chief Financial Officer 249,288 337,616(2) Robert Yau Vice President, Engineering 237,041 325,369(2) Principal Position Fiscal 2012
Base Salary ($) Fiscal 2012
Total Cash
Compensation
Earned ($) President and Chief Executive Officer 317,830 365,582 (1) Vice President, Marketing 220,993 244,869 (2) Vice President, Sales 252,302 281,578 (3) Chief Financial Officer 236,044 259,920 (2) Vice President, Engineering 223,624 247,500 (2) (1)Includes incentive compensation of $47,752 earned under the 2012 Plan.(2)Includes incentive compensation of $23,876 earned under the 2012 Plan.(3)Includes incentive compensation of $23,876 earned under the 2012 Plan and a car allowance of $5,400.(1) Includes incentive compensation of $176,655 earned under the 2013 Plan. Long-Term Incentive Compensation(2) Includes incentive compensation of $88,328 earned under the 2013 Plan. (3) Long-Term Incentive Compensation stock- basedstock-based awards provide that all options and other stock-based awards are generally to be granted by the Compensation Committee and, except in special circumstances, all grants are to be made at regular quarterly meetings of the Compensation Committee. Accordingly, option grants to new employees hired since the previous quarterly meeting and annual grants to continuing employees, including executive officers, with anniversary dates subsequent to the previous meeting are made each quarter. The effective date of each quarterly grant is the later of the second20122013 was comparable to the size of options granted to the named executive officer in prior years and reflected the named executive officer'sofficer’s position and contribution to our financial performance. In fiscal 2012,2013, the Compensation Committee approved stock option awards of 30,000 shares of our common stock for Mr. Chapman and Mr. Lasserre; 40,000 shares of our common stock for Mr. Schirle and Mr. Yau and 100,000 shares of our common stock for Mr. Shu. Contingent upon the executive officer'sofficer’s continued employment, the grants for fiscal 20122013 vest four years after the anniversary date of the executive officer'sofficer’s commencement of employment that is closest to the date of grant. Each of these option grants provides a return to the named executive officer only if he remains employed by us during the respective vesting period, and then only if the market price of the shares appreciates over the option term. The Compensation Committee believes the four-year vesting schedule deters risk taking and further focuses management on building long-term stockholder value. The value of the shares subject to the fiscal 20122013 option grants to executive officers are reflected in the "Summary“Summary Compensation Table" tableTable” below, and further information about these grants is contained in the "Fiscal 2012“Fiscal 2013 Grants of Plan-Based Awards"Awards” table below.Severance and Change of Control PaymentsSeverance and Change of Control Payments Inter-Relationship of Components of Compensation PackagesInter-Relationship of Components of Compensation Packages threetwo years to approximate the average aggregate compensation paid by our peer companies to officers performing comparable functions. Except for this policy, the various components of our executive officers'officers’ compensation generally are not inter-related. Adjustments to our executive officers'officers’ base compensation are primarily based on our financial performance, our annual company-wide compensation survey and review of peer company compensation levels. As we have relied on long-term equity incentives for a large portion of our total compensation package, option grants for our executive officers are generally considered each year. If the value of options that are granted in one year is reduced due to a reduction in the value of the underlying common stock, the size of the option grants for the next year are not affected. Similarly, if the value of previously granted options increases significantly, the amount of compensation to be awarded for the next year is not affected. While the Compensation Committee has discretion to make exceptions to existing compensation arrangements, it has not approved any exceptions to such arrangements with regard to any named executive officers.Other BenefitsOther Benefits 2012.Changes in Executive Compensation for Fiscal 2013; 2013 Variable Compensation Plan For2013.Changes in Executive Compensation for Fiscal 2014; 2014 Variable Compensation Plan 2013,2014, the Compensation Committee conducted its annual review usingof executive compensation. The Committee engaged Compensia to assist it in its review. Representatives of Compensia attended meetings of the sameCompensation Committee and communicated with members of the Compensation Committee outside of its formal meetings. Representatives of Compensia also met with members of the Company’s management to gain management’s perspective on executive compensation issues.identifiedincluding our industry peers and similarly-sized companies in connection withour broader industry group (the “Fiscal 2014 Peer Companies”):Ambarella, Inc. Inphi Corporation Pericom Semiconductor Corp. ANADIGICS, Inc. Intermolecular, Inc. Pixelworks, Inc. CyberOptics Corporation InTEST Corporation PLX Technology, Inc. DSP Group, Inc. LTX-Credence Corporation Supertex Inc. Exar Corporation MaxLinear, Inc. Vitesse Semiconductor Corporation GigOptix, Inc. MEMSIC, Inc. Ikanos Communications, Inc. Mindspeed Technologies, Inc. fiscal 2012 review.compensation practices of the Fiscal 2014 Peer Companies. In consideringgeneral, Compensia concluded that our salaries were positioned between the 25th percentile and the median for most of our executive2013,2014, the Compensation Committee took into account theits general compensation philosophy, as described above, including the policy that had been adopted in May 2010, as described above, and various other considerations, including the following:•available compensation data for the peer companies;•the Company's financial performance during fiscal 2012, including the achievement of strong revenues and gross profit as well as net income in each quarter despite a challenging market for its products and extraordinary legal expenses related to pending patent and antitrust litigation;•the then-current outlook for the Company's fiscal 2013 financial performance;•salary increases recently granted to the Company's non-officer employees which averaged approximately 3% over fiscal 2012 levels; and•specific contributions of individual officers.· available compensation data for the Fiscal 2014 Peer Companies and other analyses provided by Compensia; · the Company’s financial performance during fiscal 2013, including substantial declines in net revenues and net income from the prior year due primarily to a particularly challenging market for its products, in part attributable to market uncertainty due to pending patent litigation, as well as significant legal expenses related to the patent litigation and related antitrust litigation; · the then-current outlook for the Company’s fiscal 2014 financial performance; · management’s recommendation that, in light of the Company’s fiscal 2013 financial performance, increases in officer base salaries should be limited to the percentage increases recently granted to the Company’s non-officer employees which averaged approximately 3% over fiscal 2013 levels; and · specific contributions of individual officers. 98.6%99.1% at the 20112012 Annual Meeting of Stockholders, the stockholders had approved the compensation of our named executive officers for fiscal 2011.2012. Partially in recognition of this positive stockholder feedback, the Committee adopted a compensation package for fiscal 2014 having the same basic structure as the compensation packages that had been adopted for previous years.May 2, 2012,June 3, 2013, the Compensation Committee set new base salaries for our executive officers, effective April 1, 2012,2013, representing increases ranging from 4% to 10%of 3% over fiscal 20122013 base salaries for each of the executive officers. The new fiscal 20132014 base salaries of the named executive officers and the median base salaries of officers with comparable responsibilities at the peer companiesFiscal 2014 Peer Companies were as follows: Title Fiscal 2013
New Base Salary Median Peer
Company
Base Salary President and Chief Executive Officer $ 351,184 $ 352,840 Vice President, Marketing $ 234,252 $ 255,000 Vice President, Sales $ 262,394 $ 242,940 Chief Financial Officer $ 249,288 $ 263,442 Vice President, Engineering $ 237,041 $ 283,682 Name President and Chief Executive Officer $361,720 $369,000 Vice President, Marketing $241,280 $254,000 Vice President, Sales $270,266 $242,000 Chief Financial Officer $256,767 $264,000 Vice President, Engineering $244,152 $261,000 2, 2012,30, 2013, the Compensation Committee also adopted the 20132014 Variable Compensation Plan (the "2013 Plan"“2014 Plan”), which is similar in structure to previous plans, including the 20122013 Plan. Like the 20122013 Plan, the 20132014 Plan is designed to encourage performance and retention of eligible employees by providing cash bonus awards based on our financial performance during the fiscal year ending March 31, 2013.2014. Each of our executive officers is eligible to participate in the 20132014 Plan. Certain other officers are also eligible to participate.20132014 Plan, each participant has a designated target bonus.bonus, which is the same as their target bonus under the 2013 Plan. The target bonus for Lee-Lean Shu, our President, Chief Executive Officer and Chairman, is $250,000, and the target bonus for each of the other executive officers is $125,000. The actual bonus award will be computed on the basis of our fiscal 20132014 operating results, with 40% of the award based on the achievement of targeted net revenues and 60% based on the achievement of targeted adjusted operating income. The Compensation Committee determined to increase the target bonus amounts for each participant in comparison to the 2012 Plan after the peer company review described above and to retain the same percentage allocation between net revenues and adjusted operating income as was used in the 2012 Plan. If the target performance goals are exceeded, the actual bonus award payable to participants may be up to two times the target bonus. The Compensation Committee believes that the targets under the 20132014 Plan will be difficult to achieve because their achievement will be dependent upon realizing our20132014 operating income goals also will be dependent, in part, on the amount of expenses that we incur in connection with our ongoing patent and antitrust litigation, over which management will have limited control.20132014 Plan will be subject to vesting based on the participant'sparticipant’s continued employment with the Company, with 60% becoming vested and payable on the last business day in April 20132014 and 20% becoming vested and payable on the last business day in April of each of the succeeding two years.2012,2013, the Compensation Committee approved the grant of options to Mr. Shu and to Mr. Yau to purchase 100,000 shares and 40,000 shares, respectively, of our common stock. The options have an exercise price of $4.17$5.76 per share, the closing price of our common stock on May 7, 2011,6, 2013, the second trading day following the public announcement of our financial results for the fiscal quarter and year ended March 31, 2012.Accounting for Executive CompensationAccounting for Executive Compensation Tax ConsiderationsTax Considerations Other Compensation-Related Policies 's’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012.
2013.THE COMPENSATION COMMITTEEHaydn Hsieh (Chair)Ruey L. LuArthur O. Whipple THE COMPENSATION COMMITTEE Haydn Hsieh (Chair) Ruey L. Lu Arthur O. Whipple 2011 and 20102011 by our Chief Executive Officer, our Chief Financial Officer, and our three other most highly- compensated executive officers: Year Salary
($) Option
Awards
($)(1) Cash
Incentive Plan
Compensation
($) All Other
Compensation
($) Total
($)(2) 2012 317,830 298,660 47,752 (2) — 664,242 Lee-Lean Shu 2013 351,184 190,530 176,655(2) — 718,369 2011 305,605 273,660 239,120 (3) — 818,385 2010 288,307 152,710 107,900 (4) — 548,917 President and Chief President and Chief 2012 317,830 298,660 47,752(3) — 664,242 Executive Officer Executive Officer 2011 305,605 273,660 239,120(4) — 818,385
2012
236,044
113,992
23,876
(5)
—
373,912 Douglas Schirle 2013 249,288 84,452 88,328(5) — 422,068 2011 226,965 125,956 79,707 (6) — 432,628 Chief Financial Officer 2012 236,044 113,992 23,876(6) — 373,912 2010 195,859 36,737 49,821 (7) — 282,417 2011 226,965 125,956 79,707(7) — 432,628
2012
252,302
68,631
23,876
(5)
5,400
(8)
350,209 Didier Lasserre 2013 262,394 82,497 88,328(5) 5,400(8) 438,619 2011 242,599 126,789 79,707 (6) 5,400 (8) 454,495 Vice President, Sales 2012 252,302 68,631 23,876(6) 5,400(8) 350,209 2010 228,867 40,970 49,821 (7) 5,400 (8) 325,058 2011 242,599 126,789 79,707(7) 5,400(8) 454,495
2012
223,624
119,464
23,876
(5)
—
366,964 Robert Yau 2013 237,041 76,212 88,328(5) — 401,581 2011 215,023 109,464 79,707 (6) — 404,194 Vice President, Engineering 2012 223,624 119,464 23,876(6) — 366,964 2010 195,077 31,039 49,821 (7) — 275,937 2011 215,023 109,464 79,707(7) — 404,194
2012
220,993
68,631
23,876
(5)
—
313,500 David Chapman(9) David Chapman(9) 2013 234,252 82,497 88,328(10) — 405,077 2011 212,493 126,789 79,707 (6) — 418,989 Vice President, Marketing 2012 220,993 68,631 23,876(11) — 313,500 2010 186,737 40,970 49,821 (7) — 277,528 2011 212,493 126,789 79,707(12) — 418,989 (2) Earned under the 2013 Variable Compensation Plan, of which $105,993 was paid in June 2013 and $35,331 will be vested and payable on the last day of April 2014 and April 2015. (3) Earned under the 2012 Variable Compensation Plan, of which $28,652 was paid in May 2012, $9,550 was paid in June 2013, and $9,550 will be vested and payable on the last day of April 2014. (4) Earned under the 2011 Variable Compensation Plan, of which $143,472 was paid in May 2011, $47,824 was paid in May 2012 and $47,824 was paid in June 2013. (5) Earned under the 2013 Variable Compensation Plan, of which $52,996 was paid in June 2013 and $17,666 will be vested and payable on the last day of April 2014 and April 2015. (6) Earned under the 2012 Variable Compensation Plan, of which $14,326 was paid in May 2012, $4,775 was paid in June 2013, and $4,775 will be vested and payable on the last day of April 2014. (7) Earned under the 2011 Variable Compensation Plan, of which $47,825 was paid in May 2011, $15,941 was paid in May 2012 and $15,941 was paid in June 2013. (8) Represents Mr. Lasserre’s car allowance of $5,400. (9) Mr. Chapman resigned from GSI Technology in June 2013. (1)As required by SEC rules, amounts shown in the column entitled "Option Awards" present the aggregate grant date fair value of option grants made each year computed in accordance with authoritative guidance. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the option award. The assumptions used with respect to the valuation of option grants are set forth in Note 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012. Under generally accepted accounting principles, compensation expense with respect to option awards granted to our employees and directors is generally recognized over the vesting periods applicable to the awards.(2)Earned under the 2012 Variable Compensation Plan, of which $28,652 was paid in May 2012 and $9,550 will be vested and payable on the last day of April 2013 and April 2014.(3)Earned under the 2011 Variable Compensation Plan, of which $143,472 was paid in May 2011, $47,824 was paid in May 2012 and $47,824 will be vested and payable on the last day of April 2013.(4)Earned under the 2010 Variable Compensation Plan, of which $64,740 was paid in May 2010, $21,580 was paid in May 2011 and $21,580 was paid in May 2012.(5)Earned under the 2012 Variable Compensation Plan, of which $14,326 was paid in May 2012 and $4,775 will be vested and payable on the last day of April 2013 and April 2014.(6)Earned under the 2011 Variable Compensation Plan, of which $47,825 was paid in May 2011, $15,941 was paid in May 2012 and $15,941 will be vested and payable on the last day of April 2013.(7)Earned under the 2010 Variable Compensation Plan, of which $29,893 was paid in May 2010, $9,964 was paid in May 2011 and $9,964 was paid in May 2012.(8)Represents Mr. Lasserre's car allowance of $5,400.(10) Earned under the 2013 Variable Compensation Plan, of which $20,000 was paid in June 2013 and $32,596 was paid in July 2013. (11) Earned under the 2012 Variable Compensation Plan, of which $14,326 was paid in May 2012 and $4,775 was paid in July 2013. (12) Earned under the 2011 Variable Compensation Plan, of which $47,825 was paid in May 2011, $15,941 was paid in May 2012 and $15,941 was paid in July 2013. 20122013 to our named executive officers:20122013 Grants of Plan-Based Awards Estimated Future Payouts Under
Non-Equity Incentive Plan Awards All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) Exercise
or Base
Price of
Option
Awards
($) Grant Date
Fair Value
of Option
Awards
($)(2) Grant
Date Threshold
($) Target
($)(1) Maximum
($)(1) 5/9/11 — 200,000 400,000 100,000 (3) 6.54 298,660 Lee-Lean Shu 5/7/12 — 250,000 500,000 100,000(3) 4.17 190,530 8/1/11 — 100,000 200,000 40,000 (4) 6.28 113,992 Douglas Schirle 7/30/12 — 125,000 250,000 40,000(4) 4.81 84,452 1/30/12 — 100,000 200,000 30,000 (5) 4.92 68,631 Didier Lasserre 2/4/13 — 125,000 250,000 30,000(5) 6.45 82,497 5/9/11 — 100,000 200,000 40,000 (3) 6.54 119,464 Robert Yau 5/7/12 — 125,000 250,000 40,000(3) 4.17 76,212 1/30/12 — 100,000 200,000 30,000 (6) 4.92 68,631 David Chapman 2/4/13 — 125,000 250,000 30,000(6) 6.45 82,497 (1) Amounts are more fully described under “2013 Variable Compensation Plan”. (2) Reflects the grant date fair value of each equity award in accordance with authoritative guidance. The assumptions used in the calculation of this amount are included in Note 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended March 31, 2013. (3) Option granted pursuant to the 2007 Equity Incentive Plan. This option vests 100% on January 13, 2016. (4) Option granted pursuant to the 2007 Equity Incentive Plan. This option vests 100% on June 3, 2016. (5) Option granted pursuant to the 2007 Equity Incentive Plan. This option vests 100% on November 3, 2016. (6) Option granted pursuant to the 2007 Equity Incentive Plan. This option vests 100% on November 9, 2016. (1)Amounts are more fully described under "2012 Variable Compensation Plan".(2)Reflects the grant date fair value of each equity award in accordance with authoritative guidance. The assumptions used in the calculation of this amount are included in Note 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended March 31, 2012.(3)Option granted pursuant to the 2007 Equity Incentive Plan. This option vests 100% on January 13, 2015.(4)Option granted pursuant to the 2007 Equity Incentive Plan. This option vests 100% on June 3, 2015.(5)Option granted pursuant to the 2007 Equity Incentive Plan. This option vests 100% on November 3, 2015.(6)Option granted pursuant to the 2007 Equity Incentive Plan. This option vests 100% on November 9, 2015.2012:2012
2013 61,875 — 2.10 7/15/13 61,875 — 2.10 7/15/13 61,875 — 5.50 11/21/16 61,875 — 5.50 11/21/16 61,875 — 5.50 11/21/16 61,875 — 4.20 5/29/17 100,000 — 4.00 6/9/18 100,000 — 3.43 6/4/19 — 100,000(1) 6.00 5/10/20 — 100,000(2) 6.54 5/9/21 — 100,000(3) 4.17 5/7/22 20,625 — 2.10 7/15/13 20,625 — 2.10 7/15/13 20,625 — 5.50 11/21/16 20,625 — 5.50 11/21/16 20,625 — 5.50 11/21/16 20,625 — 3.76 8/6/17 20,625 — 3.75 8/4/18 — 20,625(4) 4.00 8/3/19 — 40,000(5) 7.00 8/2/20 — 40,000(6) 6.28 8/1/21 — 40,000(7) 4.81 7/30/22 20,625 — 2.10 7/15/13 20,625 — 2.10 7/15/13 20,625 — 3.50 12/15/13 20,626 — 5.50 11/21/16 20,626 — 5.50 11/21/16 20,626 — 5.50 11/21/16 20,625 — 2.83 2/4/18 20,625 — 2.43 2/9/19 — 20,625(8) 4.43 2/8/20 — 30,000(9) 9.20 1/31/21 — 30,000(10) 4.92 1/30/22 — 30,000(11) 6.45 2/4/23 30,938 — 2.10 7/15/13 20,626 — 5.50 11/21/16 20,626 — 5.50 11/21/16 20,626 — 5.50 11/21/16 20,625 — 4.20 5/29/17 20,625 — 4.30 5/12/18 20,625 — 3.38 5/11/19 — 40,000(1) 6.00 5/10/20 — 40,000(2) 6.54 5/9/21 — 40,000(3) 4.17 5/7/22 20,625 — 3.50 12/15/13(16) 20,625 — 5.50 11/21/16(16) 20,625 — 5.50 11/21/16(16) 20,625 — 5.50 11/21/16(16) 20,625 — 2.83 2/4/18(16) 20,625 — 2.43 2/9/19(16) — 20,625(12)(16) 4.43 2/8/20(16) — 30,000(13)(16) 9.20 1/31/21(16) — 30,000(14)(16) 4.92 1/30/22(16) — 30,000(15)(16) 6.45 2/4/23(16) Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date 61,875 — 2.10 7/15/13 61,875 — 2.10 7/15/13 61,875 — 5.50 11/21/16 61,875 — 5.50 11/21/16 61,875 — 5.50 11/21/16 61,875 — 4.20 5/29/17 100,000 — 4.00 6/9/18 — 100,000 (1) 3.43 6/4/19 — 100,000 (2) 6.00 5/10/20 100,000 (3) 6.54 5/9/21 20,625 — 2.10 7/15/13 20,625 — 2.10 7/15/13 20,625 — 5.50 11/21/16 20,625 — 5.50 11/21/16 20,625 — 5.50 11/21/16 20,625 — 3.76 8/6/17 — 20,625 (4) 3.75 8/4/18 — 20,625 (5) 4.00 8/3/19 — 40,000 (6) 7.00 8/2/20 40,000 (7) 6.28 8/1/21 30,000 — 4.00 7/15/12 20,625 — 2.10 7/15/13 20,625 — 2.10 7/15/13 20,625 — 3.50 12/15/13 20,626 — 5.50 11/21/16 20,626 — 5.50 11/21/16 20,626 — 5.50 11/21/16 20,625 — 2.83 2/4/18 — 20,625 (8) 2.43 2/9/19 — 20,625 (9) 4.43 2/8/20 — 30,000 (10) 9.20 1/31/21 30,000 (11) 4.92 1/30/22 30,938 — 2.10 7/15/13 20,626 — 5.50 11/21/16 20,626 — 5.50 11/21/16 20,626 — 5.50 11/21/16 20,625 — 4.20 5/29/17 20,625 — 4.30 5/12/18 — 20,625 (1) 3.38 5/11/19 — 40,000 (2) 6.00 5/10/20 40,000 (3) 6.54 5/9/21 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date 30,000 — 4.00 7/15/12 20,625 — 3.50 12/15/13 20,625 — 5.50 11/21/16 20,625 — 5.50 11/21/16 20,625 — 5.50 11/21/16 20,625 — 2.83 2/4/18 — 20,625 (12) 2.43 2/9/19 — 20,625 (13) 4.43 2/8/20 — 30,000 (14) 9.20 1/31/21 30,000 (15) 4.92 1/30/22 (1)Option vests 100% on January 13, 2013.(2)Option vests 100% on January 13, 2014.(3)Option vests 100% on January 13, 2015.(4)Option vested 100% on June 3, 2012.(5)Option vests 100% on June 3, 2013.(6)Option vests 100% on June 3, 2014.(7)Option vests 100% on June 3, 2015.(8)Option vests 100% on November 3, 2012.(9)Option vests 100% on November 3, 2013.(10)Option vests 100% on November 3, 2014(11)Option vests 100% on November 3, 2015.(12)Option vests 100% on November 9, 2012.(13)Option vests 100% on November 9, 2013.(14)Option vests 100% on November 9, 2014(15)Option vests 100% on November 9, 2015.(1) Option vests 100% on January 13, 2014. (2) Option vests 100% on January 13, 2015. (3) Option vests 100% on January 13, 2016. (4) Option vested 100% on June 3, 2013. (5) Option vests 100% on June 3, 2014. (6) Option vests 100% on June 3, 2015. (7) Option vests 100% on June 3, 2016. (8) Option vests 100% on November 3, 2013. (9) Option vests 100% on November 3, 2014. (10) Option vests 100% on November 3, 2015 (11) Option vests 100% on November 3, 2016. (12) Option vests 100% on November 9, 2013. (13) Option vests 100% on November 9, 2014. (14) Option vests 100% on November 9, 2015 (15) Option vests 100% on November 9, 2016. (16) Mr. Chapman resigned from GSI Technology on June 14, 2013. All of Mr. Chapman’s unvested options ceased to vest on that date, and all of his unexercised options that were vested and exercisable on his date of termination will expire three months following that date. 2012.20122013 Option Exercises Number of
Shares
Acquired on
Exercise (#) Value
Realized on
Exercise ($)(1) 31,875 44,625 30,938 43,115 Didier Lasserre 30,000 25,500 (1) The value realized on exercise represents the difference between the exercise price and the fair market value of our common stock on the date of exercise. (1)The value realized on exercise represents the difference between the exercise price and the fair market value of our common stock on the date of exercise.2012.directors aredirector is granted an initial option for 10,000 shares of our common stock upon his or her initial election or appointment to our Board of Directors, which option will become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. At the first meeting of the Board of Directors following each annual meeting of stockholders, each non-employee director who remains in office immediately following such annual meeting of stockholders is granted an additional option to purchase 2,000 shares of common stock, which will become fully vested and exercisable on August 15th of the following year, subject to the non-employee director'sdirector’s continuous service on our Board of Directors. In addition, each non-employee director is granted an option to purchase (i) an additional 2,000 shares in any fiscal year in which the non-employee director is serving as the chairman or lead director of the Board, (ii) an additional 1,000 shares in any fiscal year for each committee of the Board on which the non-employee director is then serving other than as chairman of the committee, and (iii) an additional 2,000 shares in any fiscal year for each committee of the Board on which the non-employee director is then serving as chairman of the committee.2012. Fees Earned or
Paid in Cash ($) Option Awards
($)(1)(2)(3) Total ($) 25,000 13,448 38,448 26,000 17,930 43,930 25,000 13,448 38,448
2013.(1)Valuation based on the dollar amount recognized during fiscal 2012 for financial statement reporting purposes pursuant to authoritative guidance, giving effect to service-based vesting conditions, but disregarding the estimate of forfeitures related to such vesting conditions. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the option award. The assumptions used Ruey L. Lu 30,000 14,596 44,596 Arthur O. Whipple 31,500 19,461 50,961 Haydn Hsieh 30,500 14,596 45,096 with respect to the valuation of option grants are set forth in Note 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012.(2)On October 31, 2011, Mr. Lu, Mr. Whipple and Mr. Hsieh were each granted an option for 6,000, 8,000, and 6,000 shares, respectively, that will be fully vested on August 15, 2012. The grant date fair value of each of these options was $13,448, $17,930 and $13,448, respectively.(3)As of March 31, 2012, each director had the following numbers of shares underlying outstanding options: Mr. Lu: 36,000; Mr. Whipple: 40,000; and Mr. Hsieh 33,000.__________________ (1) Valuation based on the dollar amount recognized during fiscal 2013 for financial statement reporting purposes pursuant to authoritative guidance, giving effect to service-based vesting conditions, but disregarding the estimate of forfeitures related to such vesting conditions. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the option award. The assumptions used with respect to the valuation of option grants are set forth in Note 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. (2) On October 31, 2012, Mr. Lu, Mr. Whipple and Mr. Hsieh were each granted an option for 6,000, 8,000, and 6,000 shares, respectively, that will be fully vested on August 15, 2013. The grant date fair value of each of these options was $14,596, $19,461 and $14,596, respectively. (3) As of March 31, 2013, each director had the following numbers of shares underlying outstanding options: Mr. Lu: 42,000; Mr. Whipple: 48,000; and Mr. Hsieh 39,000. "Equity Plan"“Equity Plan”) and the 2007 Employee Stock Purchase Plan (the "Purchase Plan"“Purchase Plan”), each of which has been approved by stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans as of March 31, 2012:2013: Number of shares to
be issued upon
exercise of
outstanding options,
warrants and rights
(a) Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) Number of shares
remaining available
for future issuance
under equity
compensation plans
(excluding shares
reflected in
column (a))
(c) 5,626,148 $ 4.64 5,587,484 (1)(2) (1)Includes 1,226,020 shares available for future issuance under the Purchase Plan.(2)A total of 8,534,959 shares of common stock have been authorized and reserved for issuance under the Equity Plan, of which 4,361,464 were available for grant as of March 31, 2012. This reserve automatically increased on April 1, 2011 by 1,423,452 shares and will increase on each subsequent anniversary through 2017, by an amount equal to the smaller of (a) five percent (5%) of the number of shares of stock issued and outstanding on the immediately preceding March 31, or (b) 1,500,000 shares. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the Equity Plan and in outstanding awards to prevent dilution or enlargement of participants' rights in the event of a stock split or other change in our capital structure. Shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the Equity Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations. Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the Equity Plan. Equity compensation plans approved by stockholders 6,336,319 $4.73 6,208,773(1)(2) (1) Includes 1,341,315 shares available for future issuance under the Purchase Plan. (2) "Executive“Executive Compensation—Compensation of Directors"Directors” and "Executive“Executive Compensation—Grants of Plan-Based Awards and—Outstanding Equity Awards at Fiscal Year-End."”20122013 certain information with respect to the beneficial ownership of GSI Technology'sTechnology’s Common Stock by (i) each stockholder known by GSI Technology to be the beneficial owner of more than 5% of GSI Technology'sTechnology’s Common Stock, (ii) each director of GSI Technology, (iii) each executive officer named in the Summary Compensation Table, and (iv) all directors and executive officers of GSI Technology as a group: Number of
Shares
Beneficially
Owned(2) Percentage
of Shares
Beneficially
Owned(3)
745 Fifth Avenue
New York, NY 10151 3,335,743 12.2 %
4F, No. 130, Sec. 3, Nanjing E. Road
Taipei 104, Taiwan, R.O.C. 1,941,284 7.1
1FL, No. 62, Sec 2, Huang Shan Road
Taipei, Taiwan R.O.C. 1,604,146 5.9
c/o HolyStone Enterprises Co., Ltd.
1FL No. 62, Sec 2 Huang Shan Road
Taipei, Taiwan, R.O.C 1,596,837 5.9 Royce & Associates, LLC(4) Royce & Associates, LLC(4) 2,586,434 9.5% 745 Fifth Avenue 745 Fifth Avenue New York, NY 10151 New York, NY 10151 Jing Rong Tang(5) Jing Rong Tang(5) 2,118,660 7.7 c/o HolyStone Enterprises Co., Ltd. c/o HolyStone Enterprises Co., Ltd. 1FL No. 62, Sec 2 Huang Shan Road 1FL No. 62, Sec 2 Huang Shan Road Taipei, Taiwan, R.O.C Taipei, Taiwan, R.O.C Ching-Ho Cheng(6) Ching-Ho Cheng(6) 1,941,284 7.1 4F, No. 130, Sec. 3, Nanjing E. Road 4F, No. 130, Sec. 3, Nanjing E. Road Taipei 104, Taiwan, R.O.C. Taipei 104, Taiwan, R.O.C. Ameroc Corp.(7) Ameroc Corp.(7) 1,572,635 5.7 1FL, No. 62, Sec 2, Huang Shan Road 1FL, No. 62, Sec 2, Huang Shan Road Taipei, Taiwan R.O.C. Taipei, Taiwan R.O.C. Directors and Named Executive Officers: 2,795,239 10.3 Lee-Lean Shu(8) 2,763,051 10.1 40,000 * Arthur O. Whipple(9) 48,000 * 33,000 * Haydn Hsieh(10) 39,000 * 1,264,899 4.6 Robert Yau(11) 1,285,524 4.7 384,766 1.4 Didier Lasserre(12) 397,857 1.5 169,375 * Douglas Schirle(13) 190,000 * 133,125 * David Chapman(14) 123,750 * 36,000 * Ruey L. Lu(15) 42,000 * 6,889,543 25.3 All executive officers and directors as a group (10 persons)(16) All executive officers and directors as a group (10 persons)(16) 6,210,911 22.7 * Less than 1.0% (1) The address for those individuals and entities not otherwise indicated is 1213 Elko Drive, Sunnyvale, California 94089. Except as otherwise indicated, 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 where applicable and to the information contained in the other footnotes to this table. (2) Under the rules of the Securities and Exchange Commission, 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. (3) Calculated on the basis of 27,357,797 shares of common stock outstanding as of June 30, 2013, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after June 30, 2013 are deemed to be outstanding for the purpose of calculating that stockholder’s percentage beneficial ownership. (4) Based on information contained in a Schedule 13G/A dated January 11, 2013 filed with the Securities and Exchange Commission. (5) Based on information contained in a Schedule 13D filed with the Securities and Exchange Commission on February 12, 2013. Includes 390,514 shares held by HolyStone Enterprises Co., Ltd., of which Mr. Tang is Chief Executive Officer. Includes 718,146 shares held by Koowin Co., Ltd., of which Mr. Tang is a director. Mr. Tang disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. *Less than 1.0%(1)The address for those individuals and entities not otherwise indicated is 1213 Elko Drive, Sunnyvale, California 94089. Except as otherwise indicated, 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 where applicable and to the information contained in the other footnotes to this table.(2)Under the rules of the Securities and Exchange Commission, 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.(3)Calculated on the basis of 27,252,213 shares of common stock outstanding as of June 30, 2012, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after June 30, 2012 are deemed to be outstanding for the purpose of calculating that stockholder's percentage beneficial ownership.(4)Based on information contained in a Schedule 13G/A dated January 12, 2012 filed with the Securities and Exchange Commission.(5)Based on information contained in a Schedule 13D filed with the Securities and Exchange Commission on February 14, 2011.(6)Based on information contained in a Schedule 13D filed with the Securities and Exchange Commission on February 14, 2011.(7)Based on information contained in a Schedule 13D filed with the Securities and Exchange Commission on February 14, 2011.(8)Includes 471,250 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2012; 13,600 shares held by Mr. Shu's children; 130,000 shares held by Mr. Shu's spouse; and 97,972 shares issuable upon exercise of options held by his spouse that are exercisable within 60 days of June 30, 2012. Also includes 400,000 shares held by GoodFortune GSI Inc.(9)Includes 40,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2012.(10)Includes 33,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2012.(11)Includes: 134,066 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2012.(12)Includes 174,378 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2012.(13)Includes 144,375 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2012.(14)Represents 133,125 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2012.(15)Represents 36,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2012.(16)Includes an aggregate of 1,942,416 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2012.(6) Based on information contained in a Schedule 13D filed with the Securities and Exchange Commission on February 9, 2011. (7) Based on information contained in a Schedule 13D filed with the Securities and Exchange Commission on February 12, 2013. (8) Includes 447,500 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2013; 13,600 shares held by Mr. Shu’s children; 100,000 shares held by Mr. Shu’s spouse; and 87,659 shares issuable upon exercise of options held by his spouse that are exercisable within 60 days of June 30, 2013. Also includes 400,000 shares held by GoodFortune GSI Inc. (9) Includes 48,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2013. (10) Includes 39,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2013. (11) Includes: 154,691 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2013. (12) Includes 155,003 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2013. (13) Includes 165,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2013. (14) Represents 123,750 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2013. Mr. Chapman resigned from GSI Technology in June 2013. (15) Represents 42,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2013. (16) Includes an aggregate of 1,577,603 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2013. fiscal.20132014 annual meeting, the proposal must be received at our principal executive offices, addressed to the Secretary, not later than March 30, 2013."Corporate Governance"“Corporate Governance” section of this proxy statement.20122013 annual meeting other than as described in this Proxy Statement. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement of the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.20122013 is being distributed along with this proxy statement. We refer you to such report for financial and other information about us, but such report is not incorporated in this proxy statement and is not deemed to be a part of the proxy solicitation material. It is also available on our website atwww.gsitechnology.comwww.gsitechnology.com. In addition, the report (with exhibits) is available at the SEC'sSEC’s website atwww.sec.govwww.sec.gov./s/
Robert Yau18, 2012
19, 2013Proxy for the Annual Meeting of Stockholders To be held on August 23, 2012 Solicited by the Board of Directors The annual meeting of stockholders will be held on Thursday, August 23, 2012 at 2:00 P.M. PDT at DLA Piper US LLP, 2000 University Avenue, East Palo Alto, CA 94303-2248. The undersigned hereby appoints Lee-Lean Shu and Douglas Schirle, and each of them, with full power of substitution, as proxies and attorneys-in-fact to represent the undersigned and to vote all of the shares of stock in GSI Technology, Inc., a Delaware corporation (the “Company”), which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at DLA Piper US LLP, 2000 University Avenue, East Palo Alto, CA 94303-2248 on Thursday, August 23, 2012, at 2:00 P.M. PDT, and at any adjournment or postponement thereof (1) as hereinafter specified upon the proposals listed on the reverse side and as more particularly described in the Proxy Statement of the Company dated July 18, 2012 (the “Proxy Statement”), receipt of which is hereby acknowledged, and (2) in their discretion upon such other matters as may properly come before the meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 23, 2012: A complete set of proxy materials relating to our annual meeting is available on the Internet. These materials, consisting of the notice of annual meeting, proxy statement, proxy card and annual report to stockholders, may be viewed at: http://phx.corporate-ir.net/phoenix.zhtml?c=178464&p=proxy. THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4. . Proxy — GSI TECHNOLOGY, INC. SEE REVERSE SIDE SEE REVERSE SIDE IF YOU HAVE NOT VOTED VIA THE INTERNET, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 01HX9B 1 U PX + Annual Meeting Proxy Card . Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below C Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. + A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4. For Against Abstain 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending March 31, 2013. For Against Abstain 3. To vote on the advisory (non-binding) resolution regarding the compensation of the executive officers named in the Summary Compensation Table, as disclosed in the proxy statement for the annual meeting. 01 - Lee-Lean Shu, Chairman of the Board, President and Chief Executive Officer; GSI Technology, Inc. 04 - Arthur O. Whipple, Chief Financial Officer; PLX Technology, Inc. 02 - Haydn Hsieh, Vice Chairman and Chief Executive Officer; Wistron NeWeb Corp. 05 - Robert Yau,Vice President, Engineering; GSI Technology, Inc. 03 - Ruey L. Lu, President; EMPIA Technology 1. To elect the following five (5) persons directors to serve on the Company's Board of Directors and hold office until their respective successors are elected and qualified: For Withhold For Withhold For Withhold WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE REPRESENTED AT THE MEETING. 4. To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. IMPORTANT ANNUAL MEETING INFORMATION B Non-Voting Items Change of Address — Please print new address below. NNNNNNNNNNNN NNNNNNNNNNNNNNN NNNNNNN NNNNNNNNN IF YOU HAVE NOT VOTED VIA THE INTERNET, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 11:59 P.M. Eastern Time on August 22, 2012. Vote by Internet • Go to www.investorvote.com/GSIT • Or scan the QR code with your smartphone • Follow the steps outlined on the secure websiteSOLICITATION AND VOTINGPROPOSAL NO. 1 ELECTION OF DIRECTORSCORPORATE GOVERNANCEPROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMREPORT OF THE AUDIT COMMITTEEPROPOSAL NO. 3 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)EXECUTIVE COMPENSATIONFiscal 2012 Grants of Plan-Based AwardsOutstanding Equity Awards at March 31, 2012Fiscal 2012 Option ExercisesRELATED PERSON TRANSACTIONSPRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENTSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESTOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETINGTRANSACTION OF OTHER BUSINESSANNUAL REPORT ON FORM 10-K