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    ON Semiconductor Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/21/25 8:05:26 AM ET
    $ON
    Semiconductors
    Technology
    Get the next $ON alert in real time by email
    false000109786400010978642025-05-152025-05-15

    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 15, 2025
    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
    5701 N. Pima Road
    Scottsdale, Arizona
     
    85250
    (Address of principal executive offices)
     
    (Zip Code)
     
    (602) 244-6600
    (Registrant’s telephone number, including area code)

    (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

    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 5.07.
    Submission of Matters to a Vote of Security Holders.
     
    (a) The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of ON Semiconductor Corporation (the “Company”) was held on May 15, 2025. The proposals submitted to the stockholders of the Company at the Annual Meeting and the final voting results for each are set forth below. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2025.
     
    (b) Proposal No. 1. The Company’s stockholders elected eight directors of the Company, each for a one-year term expiring at the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, or until the earlier time of their death, resignation or removal, as set forth below:

     
    Name
     
    Votes
    For
     
    Votes
    Against
     
    Abstentions
     
    Broker Non-Votes
     
    Alan Campbell
     
    348,321,376
     
    8,316,317
     
    357,509
     
    23,689,568
     
    Susan K. Carter
     
    349,813,034
     
    6,757,978
     
    424,190
     
    23,689,568
     
    Thomas L. Deitrich
     
    348,062,884
     
    8,525,506
     
    406,812
     
    23,689,568
     
    Hassane El-Khoury
     
    355,780,084
     
    1,022,764
     
    192,354
     
    23,689,568
     
    Bruce E. Kiddoo
     
    356,002,559
     
    801,516
     
    191,127
     
    23,689,568
     
    Paul A. Mascarenas
     
    325,650,007
     
    30,687,295
     
    657,900
     
    23,689,568
     
    Gregory L. Waters
     
    353,947,796
     
    2,857,179
     
    190,227
     
    23,689,568
     
    Christine Y. Yan
     
    344,372,507
     
    12,432,339
     
    190,356
     
    23,689,568

    Proposal No. 2. The Company’s stockholders approved the advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers, as set forth below:

    Votes For
     
    Votes Against
     
    Abstentions
     
    Broker Non-Votes
    307,108,359
     
    48,735,778
     
    1,151,065
     
    23,689,568

    Proposal No. 3. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, as set forth below:

    Votes For
     
    Votes Against
     
    Abstentions
    356,693,947
     
    23,777,624
     
    213,199


    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, 2025
    By:
    /s/ Paul Dutton
       
    Paul Dutton
    Senior Vice President, Chief Legal Officer and Secretary



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