8-K/A
ON SEMICONDUCTOR CORP false 0001097864 0001097864 2020-10-03 2020-10-03 0001097864 us-gaap:CommonStockMember 2020-10-03 2020-10-03 0001097864 us-gaap:SeriesBPreferredStockMember 2020-10-03 2020-10-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 3, 2020

Date of Report (Date of earliest event reported)

 

 

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39317   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 each exchange

on which registered

Common Stock, par value $0.01 per share   ON   The Nasdaq Stock Market LLC
Preferred Stock, Series B Junior Participating, Purchase Rights   N/A   The Nasdaq Stock Market LLC

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.  ☐

 

 

 


Item 5.02.

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

On October 3, 2020, the Board of Directors (the “Board”) of ON Semiconductor Corporation (the “Company”) elected Thomas L. Deitrich to serve as a director of the Board (“Director”), effective October 5, 2020. Mr. Deitrich’s election to the Board was reported under Item 5.02 on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2020 (the “Original Form 8-K”), and the information in the Original Form 8-K is hereby incorporated herein by reference in its entirety. At the time of the filing of the Original Form 8-K with the SEC, Mr. Deitrich’s committee assignments had not been determined. On November 19, 2020, the Board appointed Mr. Deitrich to the Science and Technology Committee of the Board, effective November 19, 2020.

As previously reported, on October 26, 2020, the Board elected Susan K. Carter to serve as a Director and appointed her to the Audit Committee of the Board, in each case, effective October 28, 2020. The Board has determined that Mr. Deitrich and Ms. Carter each qualify as “independent” in accordance with the published listing requirements of The Nasdaq Stock Market LLC.


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: November 20, 2020

    By:  

/s/ GEORGE H. CAVE

      George H. Cave
      Executive Vice President, General Counsel, Chief Compliance Officer, Chief Risk Officer, and Secretary