Notice is hereby given that the annual meeting (the “Meeting”) of the stockholders of Diodes Incorporated (the “Company”) will be held at the Dallas/Addison Marriott Quorum by the Galleria,Doubletree Guest Suites Times Square, located at 14901 Dallas Parkway, Dallas, Texas 75254,1568 Broadway, New York, New York 10036, on Thursday,Monday, May 28, 200924, 2010 at 10:0030 a.m. (Central(Eastern time) for the following purposes:

          Only persons who arewere stockholders of record at the close of business on March 30, 200931, 2010 are entitled to notice of and to vote, in person or by proxy, at the Meeting or any adjournment or postponement thereof.

          The proxy statement, which accompanies this Notice, contains additional information regarding the proposals to be considered at the Meeting, and stockholders are encouraged to read it in its entirety.

          Under new rules adopted by the Securities and Exchange Commission (the “SEC”), weWe have elected to provide access to our proxy materials by notifying you of the availability of our proxy statement and our fiscal 20082009 Annual Report to Stockholders at our web siteover the Internet at www.proxyvote.com. Web access to our proxy materials does not identify visitors to the web site. Stockholders may stillalso obtain a printed copy of the proxy materials free of charge by following the instructions provided in the Notice of Internet Availability of Proxy Materials that will be mailed to stockholders on or about April 17, 2009.13, 2010 or in the enclosed proxy statement.

          As set forth in the enclosed proxy statement, proxies are being solicited by and on behalf of the Board of Directors of the Company. All proposals set forth above are proposals of the Board of Directors.

          Whether or not you plan to attend the Meeting, YOUR VOTE IS IMPORTANT. Please follow the instructions enclosed to ensure that your shares are voted. If you attend the Meeting, you may revoke your proxy and vote your shares in person. You may revoke your proxy at any time prior to its exercise at the Meeting.

               Dated at Dallas, Texas, this 17th13th day of April, 2009.2010.

          This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Diodes Incorporated (the “Company”) for use at the annual meeting (the “Meeting”) of the stockholders of the Company to be held on Thursday,Monday, May 28, 2009,24, 2010, at the Dallas/Addison Marriott Quorum by the Galleria,Doubletree Guest Suites Times Square, located at 14901 Dallas Parkway, Dallas, Texas 75254,1568 Broadway, New York, New York 10036, at 10:0030 a.m. (Central(Eastern time), and at any adjournment or postponement thereof. Only stockholders at the close of business on March 30, 200931, 2010 (the “Record Date”) are entitled to notice of and to vote, in person or by proxy, at the Meeting or any adjournment or postponement thereof.

          Under rules recently adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet at www.proxyvote.com. Stockholders will not receive printed copies of the proxy materials unless they request them.

On or about April 17, 2009,13, 2010, a Notice of Internet Availability of Proxy Materials (the “Notice”) was sent to our stockholders of record and beneficial owners.

          The Notice provides you with instructions regarding how to:

          Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

          The proxy materials include:

          If you request printed copies of the proxy materials by mail, these materials will also include a proxy card.

          You may revoke a proxychange your vote at any time before the vote at the MeetingMeeting. If you are a stockholder of record, you may change your vote by voting again by proxy over the Internet or telephone on a later date (only your last Internet or telephone proxy will be counted), or by filing a written revocation, or a duly executed proxy card bearing a later date, with the Company’s Secretary at the Meeting or at our offices located at 15660 North Dallas Parkway, Suite 850, Dallas, Texas 75248 prior to the vote at the Meeting. You may also revoke a proxychange your vote by attending the Meeting and voting in person. Attending the Meeting in person will not automatically revoke youra previously granted proxy unless you vote again at the Meeting or file a written revocation with the Company’s Secretary at or before the Meeting.

          Organizations holding Common Stock in “street name” who are members of a stock exchange are required by the rules of the exchange to transmit the proxy materials to the beneficial owner of the Common Stock and to solicit voting instructions with respect to the matters submitted to the stockholders. If the organization has not received instructions from the beneficial owner by the date specified in the statement accompanying such proxy materials, the organization may give or authorize the giving of a proxy to vote the Common Stock in its discretion as to some matters, but not as to certain other proposals without specific instructions from the beneficial owner. When an organization is unable to vote a client’s shares on proposals, the missing votes are referred to as “broker non-votes.” If you hold Common Stock in “street name” and you fail to instruct the organization that holds your shares as to how to vote such shares, that organization may, in its discretion, vote such Common Stock “FOR” the election of the Board’s nominees and “FOR” ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2009,2010, but not with respect to the proposed amendmentselection of the 2001 Omnibus Equity Incentive Plan.

          The following table sets forth the “beneficial ownership”beneficial ownership of Common Stock as of the Record Date by each person known to the Company to be the beneficial owner of five percent (5%) or more of the outstanding shares of Common Stock (other than depositories).

          The following table sets forth the “beneficial ownership”beneficial ownership of Common Stock of the Company as of the Record Date by (i) each executive officer, director and nominee for directordirector-nominee of the Company, (ii) each Named Executive Officer (“NEO”) of the Company (as defined below), and (ii)(iii) all directors, director-nominees and executive officers of the Company as a group.

          The Company’s Bylaws provide that the number of directors shall be determined from time to time by the Board, of the Company, but may not be less than five nor more than seventeen. Currently, the Board has fixed the number of directors at seven. The Company’s Bylaws further provide for the election of each director at each annual meeting of stockholders.

          The persons nominated have been nominated for election to the Board to serve until the next annual meeting of stockholders and until their respective successors have been elected and qualified. All director nomineesdirector-nominees are currently directors of the Company, other than Mr. Michael K.C. Tsai, and all have indicated their continued willingness to serve. Unless otherwise instructed, the proxyproxies will be voted in such a way as to elect as many of these director nomineesdirector-nominees as possible under applicable voting rules. In the event that any of the director nomineesdirector-nominees should be unable or unwilling to serve as a director, the proxy will be voted for the election of such substitute director nominees,director-nominees, if any, as shall be designated by the Board. The Board has no reason to believe that any director nomineedirector-nominee will be unable or unwilling to serve. The seven nominees who receive the highest number of affirmative votes will be elected.

          None of the director nomineesdirector-nominees was selected pursuant to any arrangement or understanding, other than that with the directors of the Company acting within their capacity as such. There are no family relationships among directors of the Company as of the date hereof, and, except as set forth below, as of the date hereof, no directorships are now, or in the past five years have been, held by any director in a company that has a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

          The following table sets forth certain biographical information concerning the director nomineesdirector-nominees of the Company as of the Record Date:

          Compensation Committee. The Compensation Committee makes recommendations to the Board regarding compensation, benefits and incentive arrangements for the Chief Executive Officer and other officers and key employees of the Company. The Compensation Committee also administers the Company’s 1969 Incentive Bonus Plan, the 1993 Incentive Stock Option Plan (“1993 ISO Plan”), the 1993 Non-Qualified Stock Option Plan (“1993 NQO Plan”), the 2001 Omnibus Equity Incentive Plan (“2001 Incentive Plan”) and the Company’s 401(k) profit sharing plan (the “401(k) Plan”).

          Governance and Stockholder Relations Committee.The principal purposes of the Governance and Stockholder Relations Committee (the “Governance Committee”) are to help ensure that the Board (i) identifies individuals qualified to become members of the Board, consistent with criteria approved by the Board, and (ii) selects the director nomineesdirector-nominees for the next annual meeting of stockholders. The Board has determined that each member of the Governance Committee is “independent” as that term is defined under the rules of Nasdaq.

          Risk Oversight Committee.The Risk Oversight Committee assists the Board in overseeing the Company’s risk management process by (i) overseeing the Company’s efforts to align its management of risks with its strategic objectives, (ii) overseeing the establishment and implementation of a risk oversight framework, and (iii) reviewing the effectiveness of the risk oversight framework in the identification, assessment, monitoring, management and disclosure of significant risks. The Risk Oversight Committee’s assistance provides a reasonable assurance that processes are in place to identify, assess, monitor, manage and disclose risks that may have a material adverse effect on the achievement of the Company’s strategic objectives.

Charters of the Committees.All threefour Committees operate pursuant to written charters, which are available on the Company’s Investor Relations website, at www.diodes.com, in the “Investors –— Corporate Governance” section.

          The charter of the Audit Committee was revised in 2008.2009 and is available on the Company’s website at www.diodes.com in the “Investors — Corporate Governance” section. The revised charter of the AuditRisk Oversight Committee was approved by the Board in February 2010 and is attached to this Proxy Statement as Appendix A.

          The following table represents the number of meetings and actions taken by written consent of the Board and Committees in 2008:2009:

          Among its functions, the Governance Committee considers and approves nominees for election to the Board. In addition to the candidates proposed by the Board or identified by the Governance Committee, the Governance Committee considers candidates for director suggested by stockholders provided such recommendations are made in accordance with the procedures set forth under “Proposals of Stockholders and Stockholder Nominations for 20102011 Annual Meeting.” Stockholder nominations that comply with these procedures and meet the criteria outlined below will receive the same consideration that the Governance Committee’s nominees receive.

          Essential criteria for all candidates considered by the Governance Committee include the following: integrity and ethical behavior; maturity; management experience and expertise; independence and diversity of thought; broad business or professional experience; and an understanding of business and financial affairs and the complexities of business organizations.

          In evaluating candidates for certain Board positions, the Governance Committee evaluates additional criteria, including the following: financial or accounting expertise; experience in the semiconductor industry or other technology industries; scientific accomplishment; experience in commercializing and marketing semiconductors or other electronic components; business and other experience relevant to public companies of a size comparable to the Company; and experience in investment banking, commercial lending or other financing activities.

          In selecting nominees for the Board, the Governance Committee evaluates the general and specialized criteria set forth above, identifies the relevant specialized criteria prior to commencement of the recruitment process, considers nominees’ previous performance if they are up for re-election, and generally considers nominees’ ability to contribute to the success of the Company.

          The Governance Committee believes that the Board should include individuals with a broad range of relevant professional expertise, experience and education and reflect the diversity and cultural and geographical perspectives of the Company’s employees, customers and suppliers.

          The Governance Committee, as well as the full Board, has recommended the Board’s nominees for election at the Meeting. Stockholders did not propose any candidates for election at the Meeting.

          You may communicate with the chair of our Audit Committee, our Compensation Committee, our Governance Committee or our CompensationRisk Oversight Committee, or with our independent directors individually or as a group, by writing to any such person or group c/o Carl C. Wertz,Richard D. White, Secretary, Diodes Incorporated, 15660 North Dallas Parkway, Suite 850, Dallas, Texas 75248.

          Communications are distributed to the Board, or to any individual director, depending on the facts and circumstances set forth in the communication. In that regard, the Board has requested that certain items that are unrelated to the duties and responsibilities of the Board should be excluded, including the following: junk mail and mass mailings; product complaints; product inquiries; new product suggestions; resumérésumés and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be distributed, with the provision that any communication that is not distributed will be made available to any independent director upon request.

          Communications that include information better addressed by the Company’s ethics and compliance hotline, supervised by the Audit Committee at:at (866) 913-2994, will be delivered to the Audit Committee.

          None of the executive officers was selected pursuant to any arrangement or understanding, other than that with the executive officers of the Company acting within their capacity as such, and executivesuch. Executive officers serve at the discretion of the Board. The following table sets forth certain biographical information concerning the company’sCompany’s executive officers as of the Record Date: