UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 24, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of ON Semiconductor Corporation (the “Company”) approved interim base salary increases and retention equity awards for certain executive officers of the Company, including Simon Keeton, Executive Vice President and General Manager, Power Solutions Group, to better align compensation for those executives with market levels. With respect to Mr. Keeton, the Committee approved an increase in his annual base salary from $397,000 to $450,000, effective as of October 2, 2020, and a one-time grant (the “Equity Award”) of restricted stock units (“RSUs”) having an aggregate value on the grant date of $200,000 and with annual vesting in one-third increments on each anniversary of the grant date, subject to Mr. Keeton’s continued service with the Company. The number of RSUs under the Equity Award will be determined based on the closing price of the Company’s common stock on October 5, 2020. The other terms and conditions of the Equity Award are consistent with those set forth in the Company’s form of RSU award agreement 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 Securities and Exchange Commission on February 19, 2020.
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: September 30, 2020 | By: | /s/ BERNARD GUTMANN | ||||
| Bernard Gutmann Executive Vice President, Chief Financial Officer, and Treasurer | ||||||