An independent special committee formed by the board of Supermicro said that it found no evidence of misconduct on the part of management or the board.
The committee was set up amid mounting concerns over its accounting practices, serious allegations from a short seller, and an ongoing investigation from the US Department of Justice. The company has yet to file its most recent quarterly and annual reports.
In late July, Supermicro's external auditor EY told the company that it had concerns about its internal audit committee and the company’s internal control over financial reporting.
The board then appointed a new director and formed this special committee, bringing in independent outside counsel Cooley LLP and forensic accounting firm Secretariat Advisors.
The new special committee was tasked with investigating the rehiring of employees who resigned in 2018 amid a separate accounting scandal that led the company to be delisted, current sales and revenue recognition practices, export control concerns, and related party disclosures.
However, in October, despite the new special committee, auditor EY resigned and said it was “unwilling to be associated with the financial statements prepared by management.”
The auditor said that "information that has recently come to our attention which has led us to no longer be able to rely on management’s and the audit committee’s representations."
This November, BDO USA was appointed EY's replacement.
The special committee now claims that "the conclusions EY stated in its resignation letter were not supported by the facts examined in the review."
It said that rehiring nine individuals "was the product of reasonable business judgment" as they were never implicated in the previous scandal, but admitted that "there were, however, lapses, including in ensuring guardrails were always in place and observed."
As for revenue recognition, a review of 52 transactions did not find any issues.
The special committee reviewed 11 specific export transactions noted by EY, as well as those flagged by short-seller Hindenburg Research. It said that it did not identify products that were sold to Russian customers or shipped to Russia in violation of export controls or sanctions laws "that were in place when products were shipped."
Hindenberg alleged that $210 million of IT products were shipped to Russia in contravention of US export rules.
Finally, Hindenburg had claimed it uncovered unusual dealings with companies owned by the brothers of CEO Charles Liang. The Special Committee said those relationships were either "(i) previously fully disclosed as required, (ii) not required to be disclosed by applicable disclosure obligations or (iii) in one case, the party became a related party during fiscal year 2024 and will be fully disclosed in the company’s annual report on Form 10-K when filed."
Despite the claims of no wrongdoing or impropriety, the Supermicro special committee recommended replacing the chief financial officer (CFO) "in light of the company’s rapid recent growth and the company’s ambition for future growth."
Supermicro said it has begun a search for a new CFO, although David Weigand will retain the role until a replacement is found.
The Specia committee also recommended appointing a chief compliance officer and a general counsel, both of which Supermicro said it would look for. The company has also appointed Kenneth Cheung as chief accounting officer, he was previously Supermicro's VP of finance and corporate controller.
The final recommendation was to improve training and guardrail monitoring, and then evaluate that training.
Supermicro said that it believes it will be able to complete its annual report on Form 10-K for the year ended June 30, 2024, and its quarterly report on 10-Q for the fiscal quarter ended September 30, 2024, within the deadline given by the Nasdaq to avoid a delisting.
Shares in the company are up 20 percent on the news.