UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2007

DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation or organization)
1-5740
(Commission File Number)
95-2039518
(I.R.S. Employer Identification No.)
 
3050 East Hillcrest Drive
Westlake Village, California
(Address of principal executive offices)
91362
(Zip Code)
 
(805) 446-4800
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
-1-
 

Item 5.02.
Departure of Directors or Principal Officers; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Effective January 1, 2 007, Diodes Incorporated commenced a deferred compensation plan (the “Plan”) pursuant to which certain officers and employees may defer receipt of a portion of their salary, bonus or other specified compensation.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the copy of the Plan which is filed as Exhibit 99.1 to this Report, and is incorporated herein by this reference.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.
 
Exhibit
Number
Description
   
99.1
Deferred Compensation Plan

 
-2-
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
 
DIODES INCORPORATED
 
 		  
 		  
 
Date: January 8, 2007
 By:   /s/ Carl C. Wertz
 
Carl C. Wertz,
 
Chief Financial Officer
 
 
-3-
 

EXHIBIT INDEX
 
Exhibit
Number
Description
   
99.1
Deferred Compensation Plan.

 
-4-