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 8, 2019
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) |
(I.R.S. Employer Identification Number) |
| 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)
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)) |
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. ☐
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 (Nasdaq Global Select Market) |
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) for ON Semiconductor Corporation (the “Company”) was held on May 8, 2019. 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 for the Annual Meeting filed with the Securities and Exchange Commission on March 29, 2019.
(b) Proposal No. 1. The Company’s stockholders elected ten members of the Board of Directors of the Company, each for a one-year term expiring at the annual meeting of stockholders to be held in 2020 or 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 |
323,029,997 | 370,908 | 271,849 | 32,559,689 | ||||
| Alan Campbell |
323,039,264 | 356,825 | 276,665 | 32,559,689 | ||||
| Curtis J. Crawford, Ph.D. |
317,540,765 | 5,855,211 | 276,778 | 32,559,689 | ||||
| Gilles Delfassy |
321,513,795 | 1,880,782 | 278,177 | 32,559,689 | ||||
| Emmanuel T. Hernandez |
307,068,452 | 16,333,584 | 270,718 | 32,559,689 | ||||
| Keith D. Jackson |
323,024,989 | 367,406 | 280,359 | 32,559,689 | ||||
| Paul A. Mascarenas |
321,188,376 | 2,207,686 | 276,692 | 32,559,689 | ||||
| Daryl A. Ostrander, Ph.D. |
322,664,043 | 732,926 | 275,785 | 32,559,689 | ||||
| Teresa M. Ressel |
323,180,148 | 224,735 | 267,871 | 32,559,689 | ||||
| Christine Y. Yan |
321,618,744 | 1,785,195 | 268,815 | 32,559,689 |
Proposal No. 2. The Company’s stockholders approved the advisory (non-binding) resolution to approve executive compensation, as set forth below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 305,967,507 | 17,022,546 | 682,701 | 32,559,689 |
Proposal No. 3. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current year, as set forth below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 349,364,531 | 6,611,624 | 256,288 | 0 |
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 9, 2019 | By: | /s/ GEORGE H. CAVE | ||||
| George H. Cave | ||||||
| Executive Vice President, General Counsel, Chief Compliance & Ethics Officer, Chief Risk Officer, and Corporate Secretary | ||||||