ON SEMICONDUCTOR CORP false 0001097864 0001097864 2020-05-20 2020-05-20

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, 2020

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))

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

Title of each class		Trading symbol(s)		Name of exchange on which registered
Common Stock, par value $0.01 per share		ON		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

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

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 21, 2020, ON Semiconductor Corporation (the “Company”) announced the appointment of Bernard R. Colpitts, Jr., age 45, as Vice President, Finance of Semiconductor Components Industries, LLC (“SCILLC”), a wholly-owned subsidiary of the Company, and the Chief Accounting Officer of SCILLC and the Company, in each case, effective as of May 18, 2020. In connection with Mr. Colpitts’ appointment, the Board of Directors of the Company (the “Board”) also designated him as the Principal Accounting Officer of the Company. Prior to his appointment, Mr. Colpitts, who is a Certified Public Accountant, served as Senior Vice President and Chief Accounting Officer for GameStop Corp., an American video game, consumer electronics, and gaming merchandise retailer (“GameStop”), from October 2019 until April 2020. Prior to his position with GameStop, Mr. Colpitts served as Vice President, Finance and Treasury of SCILLC and the Chief Accounting Officer of the Company and SCILLC from 2017 to 2019, as Corporate Controller of SCILLC from 2013 to 2017, and in various other positions with SCILLC related to accounting, finance, and financial reporting from 2011 to 2013 and from 2000 to 2006.

Mr. Colpitts’ starting annual base salary is $290,000, and his target annual bonus opportunity is equal to 40% of his annual base salary. He will receive a one-time long-term incentive award consisting of restricted stock units (“RSUs”) having a value on the grant date of $225,000 that will vest based on the passage of time in three equal annual installments. He will also be eligible for future long-term incentive awards in the ordinary course and in amounts and on terms determined by the Compensation Committee of the Board. Mr. Colpitts’ employment is conditioned on his execution of a confidentiality and property agreement designed to protect the Company’s intellectual property and other proprietary information.

Mr. Colpitts will also participate in other compensation and benefit programs offered by the Company at levels consistent with his position and scope of responsibility. The Company’s compensation and benefit plans are more fully described in the “Compensation Discussion and Analysis” section of the Company’s definitive proxy statement on Schedule 14A relating to its 2020 annual meeting of stockholders, which was filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2020 (the “Proxy Statement”), and the Company’s form of RSU award agreement was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 19, 2020.

There are no other arrangements or understandings between Mr. Colpitts and any other persons pursuant to which Mr. Colpitts was named Vice President, Finance of SCILLC and Chief Accounting Officer of SCILLC and the Company. Mr. Colpitts does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Colpitts does not have any direct or indirect interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Item 5.07.

Submission of Matters to a Vote of Security Holders

(a)     The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 20, 2020. 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 and described in detail in the Proxy Statement.

(b)     Proposal No. 1. The Company’s stockholders elected seven members of the Board, each for a one-year term expiring at the annual meeting of stockholders to be held in 2021 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		341,165,466		1,662,319		293,345		26,816,337
Alan Campbell		333,109,887		9,144,641		866,602		26,816,337
Gilles Delfassy		339,676,800		2,567,867		876,463		26,816,337
Emmanuel T. Hernandez		321,222,067		21,030,153		868,910		26,816,337
Keith D. Jackson		309,133,057		33,125,029		863,044		26,816,337
Paul A. Mascarenas		322,607,257		19,636,676		877,197		26,816,337
Christine Y. Yan		338,980,148		3,275,758		865,224		26,816,337

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
327,506,411		15,248,910		365,809		26,816,337

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:

For		Against		Abstain		Broker Non-Votes
357,533,599		12,037,549		366,319		0

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit     No.				Description
	99.1			Press Release dated May 21, 2020
	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: May 21, 2020				By:		/s/ BERNARD GUTMANN
						Bernard Gutmann
						Executive Vice President, Chief Financial Officer, and Treasurer