UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 19, 2022, the Board of Directors (the “Board”) of ON Semiconductor Corporation (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”) to:
| • | amend Section 1 of Article II to allow certain eligible stockholders to include one or more director nominees in the Company’s proxy statement, with such provisions including the eligibility criteria, compliance with disclosure requirements and notification procedures applicable to such stockholders; |
| • | amend Sections 1, 2, and 5 of Article II to provide for any stockholder meeting to be held virtually or via means of remote communication and for the electronic transmission of notices for stockholder meetings (to the extent allowed under applicable law); |
| • | amend Sections 1 and 2 of Article II to clarify the duties of stockholders who submit director nominations or other proposals and to state explicitly that the Board is entitled to solicit against any such nomination or proposal; |
| • | amend Article III to codify certain features concerning (i) the powers, election, qualification and term of directors, (ii) how Board vacancies are filled and (iii) procedures for director resignations and removals; |
| • | amend Article VII to add indemnification provisions consistent with provisions included in the Company’s Certificate of Incorporation; and |
| • | make clarifications, updates and other, non-substantive changes to the Bylaws in Articles II, III, IV and V. |
This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the amended and restated Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The below exhibit is filed as part of this Current Report on Form 8-K.
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Bylaws (effective August 19, 2022) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: August 25, 2022 |
By: |
/s/ PAMELA L. TONDREAU | ||||
| Pamela L. Tondreau Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary | ||||||