8-K
ON SEMICONDUCTOR CORP false 0001097864 0001097864 2021-05-20 2021-05-20 0001097864 us-gaap:CommonStockMember 2021-05-20 2021-05-20 0001097864 us-gaap:SeriesBPreferredStockMember 2021-05-20 2021-05-20

 

 

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

May 20, 2021

Date of Report (Date of earliest event reported)

 

 

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39317   36-3840979

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

ON Semiconductor Corporation

5005 E. McDowell Road

Phoenix, Arizona

  85008
(Address of principal executive offices)   (Zip Code)

(602) 244-6600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   ON   The Nasdaq Stock Market LLC
Preferred Stock, Series B Junior Participating, Purchase Rights   N/A   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders

(a)     The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of ON Semiconductor Corporation (the “Company”) was held on May 20, 2021. The proposals (all of which were from management) submitted to the stockholders of the Company at the Annual Meeting and the final results of the voting regarding each proposal are set forth below. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2021.

(b)     Proposal No. 1. The Company’s stockholders elected 10 directors of the Company, each for a one-year term expiring at the annual meeting of stockholders to be held in 2022 and until his or her successor has been duly elected and qualified, or until the earlier of his or her death, resignation or removal, as set forth below:

 

Name

 

Votes

For

 

Votes

Against

 

Abstentions

 

Broker Non-Votes

Atsushi Abe

 

338,375,282

 

10,994,162

 

846,719

 

22,159,300

Alan Campbell

 

336,969,320

 

12,414,452

 

832,391

 

22,159,300

Susan K. Carter

  347,362,855   2,026,983   826,325   22,159,300

Thomas L. Deitrich

  347,806,123   1,575,017   835,023   22,159,300

Gilles Delfassy

  337,004,023   12,357,103   855,037   22,159,300

Hassane S. El-Khoury

  347,755,095   1,620,052   841,016   22,159,300

Bruce E. Kiddoo

  347,780,715   1,588,859   846,589   22,159,300

Paul A. Mascarenas

  283,426,710   65,391,097   1,398,356   22,159,300

Gregory L. Waters

  347,755,915   1,612,102   848,146   22,159,300

Christine Y. Yan

  324,215,850   25,175,947   824,366   22,159,300

Proposal No. 2. The Company’s stockholders approved the advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers, as set forth below:

 

Votes For

 

Votes Against

 

Abstentions

  

Broker Non-Votes

313,799,148

 

35,529,205

 

887,810

  

22,159,300

Proposal No. 3. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, as set forth below:

 

Votes For

 

Votes Against

 

Abstentions

  

Broker Non-Votes

352,529,790

 

19,023,636

 

822,037

  

0

Proposal No. 4. The Company’s stockholders approved an amendment to the ON Semiconductor Corporation 2000 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares available under the ESPP, as set forth below:

 

Votes For

 

Votes Against

 

Abstentions

  

Broker Non-Votes

348,966,597

 

534,341

 

715,225

  

22,159,300

Proposal No. 5. The Company’s stockholders approved amendments to the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (the “SIP”) to increase the number of shares available under the SIP and to effect certain other changes to the SIP, as set forth below:

 

Votes For

 

Votes Against

 

Abstentions

  

Broker Non-Votes

326,016,897

 

23,342,878

 

856,388

  

22,159,300


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 hereunto duly authorized.

 

     

ON SEMICONDUCTOR CORPORATION

(Registrant)

Date: May 21, 2021     By:  

/s/ GEORGE H. CAVE

      George H. Cave
      Executive Vice President, General Counsel, Chief Compliance Officer, Chief Risk Officer and Secretary