Item 4.01 Changes in Registrant's Certifying Accountant
The Audit Committee of the Board of Directors (the "Audit Committee") of Super
Micro Computer, Inc. (the "Company") has completed a process to review the
appointment of the Company's independent registered public accounting firm for
the fiscal year ending June 30, 2024.
As a result of this process, on March 9, 2023, the Audit Committee approved the
engagement of Ernst & Young LLP ("EY") as the Company's independent registered
public accounting firm for the Company's fiscal year ending June 30, 2024.
Deloitte & Touche LLP ("Deloitte"), the Company's current independent registered
public accounting firm, will continue as the Company's independent registered
public accounting firm for the fiscal year ending June 30, 2023, and is
dismissed effective upon completion of the audit of the financial statements for
such fiscal year. Deloitte's reports on the Company's consolidated financial
statements as of and for the fiscal years ended June 30, 2022 and 2021 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended June 30, 2022 and 2021, and the subsequent interim
periods through March 9, 2023, there were: (i) no "disagreements" within the
meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions
between the Company and Deloitte on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Deloitte's satisfaction, would have caused
Deloitte to make reference thereto in their reports; and (ii) no "reportable
events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided Deloitte with a copy of the disclosures it is making in
this Current Report on Form 8-K (the "Report"). The Company has requested that
Deloitte furnish a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the statements made herein. A copy of
Deloitte's letter, dated March 14, 2023, is filed as Exhibit 16.1 to this
Report.
During the fiscal years ended June 30, 2022 and 2021 and the subsequent interim
periods through March 9, 2023, neither the Company nor anyone on its behalf has
consulted with EY regarding: (i) the application of accounting principles to a
specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements, and neither a
written report nor oral advice was provided to the Company that EY concluded was
an important factor considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue; (ii) any matter that was the
subject of a "disagreement" within the meaning of Item 304(a)(1)(iv) of
Regulation S-K and the related instructions; or (iii) any "reportable event"
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
16.1 Letter from Deloitte & Touche LLP to the Securities and Exchange
Commission dated March 14 , 2023 .
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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