TSMC Board of Directors Meeting Resolutions 2024

[Daniel Nenni]

HSINCHU, Taiwan, R.O.C., Feb. 6, 2024 – TSMC (TWSE: 2330, NYSE: TSM) today held a meeting of the Board of Directors, which passed the following resolutions:

1. Approved the 2023 Business Report and Financial Statements. Consolidated revenue totaled NT$2,161.74 billion and net income was NT$838.50 billion, with diluted earnings per share of NT$32.34.

1. Approved the distribution of a NT$3.50 per share cash dividend for the fourth quarter of 2023, and set June 19, 2024 as the record date for common stock shareholders entitled to participate in this cash dividend distribution, and the ex-dividend date for the common shares shall be June 13, 2024. As required by Article 165 of Taiwan’s Company Law, the shareholders’ register shall be closed for five days prior to the record date (June 15 through June 19, 2024) for registration transfer, and the dividend will be paid on July 11, 2024. In addition, the ex-dividend date for TSMC American Depositary Shares (ADSs) will be June 13, 2024. Beginning May 28, 2024, the New York Stock Exchange will shorten the securities settlement cycle from two business days to one business day, and the record date for TSMC ADSs entitled to participate in this cash dividend distribution will also be June 13, 2024.

1. Approved distribution of employees’ business performance bonus and profit sharing totaling approximately NT$100,181.06 million for 2023. This includes business performance bonus of NT$50,090.53 million distributed following each quarter of 2023 and profit sharing of NT$50,090.53 million to be distributed in July 2024.

1. Approved capital appropriations of approximately US$9,421.48 million for purposes including: 1) Installation of advanced technology capacity; 2) Installation of advanced packaging, mature and/or specialty technology capacity; 3) Fab construction, and installation of fab facility systems, including construction of the Zero Waste Manufacturing Center at the Southern Taiwan Science Park; 4) capitalized leased assets.

1. Approved the capital injection of not more than US$5.262 billion to Japan Advanced Semiconductor Manufacturing, Inc. (JASM).

1. Approved the capital injection of not more than US$5 billion to TSMC Arizona, a wholly-owned subsidiary of TSMC.

1. Approved the capital injection of not more than US$3 billion to TSMC Global Ltd., a wholly-owned subsidiary of TSMC, for the purpose of reducing foreign exchange hedging costs.

1. To attract and retain corporate executives and critical talents and to link their compensation with shareholders’ interests and ESG achievements, the board approved the issuance of 2,960,000 shares of 2023 employee restricted stock awards (RSAs). In addition, the board approved the issuance of no more than 4,185,000 common shares of RSAs for the year 2024, which will be submitted to the 2024 Annual Shareholders’ Meeting for approval.

1. Approved the convening of the 2024 AGM for 9:00 a.m. on June 4, 2024 at Ambassador Hotel Hsinchu (10F, No. 188, Section 2, Zhonghua Road, Hsinchu), at which shareholders will hold an election for TSMC’s 10-member Board of Directors, including 7 independent directors.

1. Approved the following personnel promotions:

• Promoted Vice President, Finance and Chief Financial Officer Mr. Wendell Huang to Senior Vice President
• Promoted Vice President, Legal and General Counsel Ms. Sylvia Fang to Senior Vice President

TSMC Spokesperson​

Wendell Huang
Senior Vice President & Chief Financial Officer
Tel:886-3-5055901

TSMC Deputy Spokesperson​

Nina Kao
Public Relations Division
Tel:886-3-5636688 Ext.7125036

 

[Daniel Nenni]

Highlights:

TSMC is spending again! Approved budget to purchase equipment for advanced nodes (including N3 and N2)

TSMC's Board approves equipment CAPEX on specialty devices and advanced packaging (big CoWoS push here)

The Japan and AZ spend continues!

2024 looks to be a good year!

 

[Mooredaddy]

Does TSMC buy back shares to offset issuance for employees?

 

[hist78]

TSMC used to buy shares from the market to use them on employee share ownership or award programs. This time TSMC decided to issue new shares for those purposes. It seems that the management feels the the dilution of shareholders' interest from this approach is very limited.

 

[Mooredaddy]

Would love to see them buy back stock after this expansion cycle is done

 

[hist78]

Would love to see them buy back stock after this expansion cycle is done

TSMC is still investing heavily in building and expanding fabs. There isn't much cash available to do a share repurchase program.

Seeing the big mistake Intel did with its share repurchase program, I think the possibility for TSMC to buy back shares in the next five years is close to zero.

 

[Tanj]

TSMC used to buy shares from the market to use them on employee share ownership or award programs. This time TSMC decided to issue new shares for those purposes. It seems that the management feels the the dilution of shareholders' interest from this approach is very limited.

Presumably Taiwan does not double tax dividends either, a big reason for share buybacks in the USA.

 

[muug]

Does TSMC buy back shares to offset issuance for employees?

TSM has like zero share dilution during the last years so there's very minimal stock based compensation going on. Compare this to INTC on 2023 spending 193% of net income for stock based compensation, and on 2022 39% of net income for sbc lol. INTC has nowhere enough cash to hide that amount of share and shareholder value dilution, number of shares are going up notably.