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
August 12, 2015
Date of Report (Date of earliest event reported)
ON Semiconductor Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-30419 | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 12, 2015 and effective as of August 13, 2015, the Board of Directors (“Board”) of ON Semiconductor Corporation (the “Corporation”) elected Gilles Delfassy to serve as a Class II director of the Board. The Board also appointed Mr. Delfassy to its Science & Technology Committee. As a Class II director, Mr. Delfassy’s term will expire at the 2016 annual meeting of stockholders (or at such time as his successor is duly elected and qualified, or the earlier of his resignation or removal). Mr. Delfassy’s continued service on the Board will be voted on by the Corporation’s stockholders at the 2016 annual meeting of stockholders.
In connection with this election, Mr. Delfassy will be eligible under the Corporation’s compensation program for non-employee members of the Board (“Program”). Under this Program, Mr. Delfassy will receive the following compensation for his services:
(1) Board Annual Retainer — Non-employee directors are entitled to an annual cash retainer of $60,000 per year. Annual cash retainers are paid quarterly in arrears, and Mr. Delfassy will receive a pro-rated retainer based upon the period of time that he served on the Board.
(2) Committee Annual Retainer — Under the Program, members of the Science & Technology Committee are entitled to an annual cash retainer in the amount of $5,000 per year. Board committee cash retainers are paid quarterly in arrears, and Mr. Delfassy will receive a pro-rated retainer based upon the period of time that he served on the Science & Technology Committee.
(3) Equity Compensation — Under the Program, our non-employee directors also receive an annual award of fully-vested stock with a value equal to $195,000 at or around the Corporation’s annual meeting of stockholders. Mr. Delfassy will be entitled to a pro rata portion of this grant based upon the time served between August 13, 2015 and the next annual meeting of shareholders. This award is subject to the Corporation’s Amended and Restated Stock Incentive Plan and the relevant award agreement.
(4) Other — Mr. Delfassy will be reimbursed for reasonable expenses to attend Board and committee meetings, as applicable, and to perform other relevant Board duties. Except as described above, Mr. Delfassy will not receive any additional compensation for his service as a member of the Board.
Attached to this Current Report, as Exhibit 99.1, is a copy of the Corporation’s news release dated August 18, 2015 titled “New Member Named to ON Semiconductor’s Board of Directors.”
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Shell Company Transactions
Not applicable.
(d) Exhibits
The below exhibit is furnished as part of this report.
| Number |
Description | |
| 99.1 | News release for ON Semiconductor Corporation dated August 18, 2015 titled “New Member Named to ON Semiconductor’s Board of Directors.” | |
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 18, 2015 |
By: | /s/ GEORGE H. CAVE | ||
| George H. Cave Executive Vice President, General Counsel, Chief Compliance & Ethics Officer, Chief Risk Officer and Corporate Secretary | ||||
EXHIBIT INDEX
| Number |
Description | |
| 99.1 | News release for ON Semiconductor Corporation dated August 18, 2015 titled “New Member Named to ON Semiconductor’s Board of Directors.” | |
Exhibit 99.1
News Release
New Member Named to ON Semiconductor’s
Board of Directors
Gilles Delfassy, former Senior Vice President at Texas Instruments, has joined
the Board of Directors of ON Semiconductor
PHOENIX, Ariz. — Aug. 18, 2015 — ON Semiconductor Corporation (Nasdaq: ON), driving energy efficiency innovations, today announced that Gilles Delfassy has joined its Board of Directors. The Board also appointed Mr. Delfassy to its Science and Technology Committee.
“We are pleased to have Gilles Delfassy join our Board of Directors,” said Dan McCranie, chairman of ON Semiconductor’s Board of Directors. “Gilles is highly respected as an expert in the global semiconductor and wireless electronics industries, having spent the majority of his 35-year career at Texas Instruments. He brings strategic insight and an impressive track record of successful new business development, including systems solutions and the integration of companies through acquisition both in the U.S. and abroad. In addition, Gilles has extensive marketing and global manufacturing experience, making him a very valuable addition to the Board.”
At Texas Instruments (TI), Mr. Delfassy served as Senior Vice President & Executive Officer, General Manager leading the company’s worldwide wireless communications business, growing it to the number one position in the global market. Prior to founding and leading TI’s Wireless Terminals Business, Mr. Delfassy served as TI’s European Digital Signal Processing (DSP) Department Manager. In this position, he played a primary role in the definition and significant growth of TI’s worldwide DSP strategy. Previously, Mr. Delfassy was TI’s European Automotive and Microcontrollers Business Unit Manager, during which time he built a profitable business that was ultimately worth several hundred million dollars. He presently serves as a director of Imagination Technologies.
# # #
About ON Semiconductor
ON Semiconductor (Nasdaq: ON) is driving energy efficient innovations, empowering customers to reduce global energy use. The company is a leading supplier of semiconductor-based solutions, offering a comprehensive portfolio of energy efficient power and signal management, logic, standard and custom devices. The company’s products help engineers solve their unique design challenges in automotive, communications, computing, consumer, industrial, medical and military/aerospace applications. ON Semiconductor operates a responsive, reliable, world-class supply chain and quality program, and a network of manufacturing facilities, sales offices and design centers in key markets throughout North America, Europe, and the Asia Pacific regions. For more information, visit http://www.onsemi.com.
# # #
ON Semiconductor and the ON Semiconductor logo are registered trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the company references its Web site in this news release, such information on the Web site is not to be incorporated herein.
Contacts
| Anne Spitza | Parag Agarwal | |
| Media Relations |
Vice President Investor Relations | |
| ON Semiconductor |
ON Semiconductor | |
| (602) 244-6398 |
(602) 244-3437 | |
| Anne.spitza@onsemi.com |
Parag.Agarwal@onsemi.com |