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    SEC Form 8-K filed by Magnachip Semiconductor Corporation

    6/26/25 4:23:45 PM ET
    $MX
    Semiconductors
    Technology
    Get the next $MX alert in real time by email
    8-K
    c/o Magnachip Semiconductor, Ltd. 0001325702 false 0001325702 2025-06-23 2025-06-23
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, DC 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of report (Date of earliest event reported): June 23, 2025

     

     

    Magnachip Semiconductor Corporation

    (Exact name of Registrant as specified in its charter)

     

     

     

    Delaware   001-34791   83-0406195

    (State or Other Jurisdiction

    of Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    c/o Magnachip Semiconductor, Ltd.  
    15F, 76 Jikji-daero 436beon-gil, Heungdeok-gu  
    Cheongju-si, Chungcheongbuk-do, 28581, Republic of Korea   Not Applicable
    (Address of Principal Executive Offices)   (Zip Code)

    Registrant’s telephone number, including area code: +82 (2) 6903-3000

     

     

    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

     

    Name of each exchange

    on which registered

    Common Stock, par value $0.01 per share   MX   New York Stock Exchange

    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 5.07.

    Submission of Matters to a Vote of Security Holders.

    The Company held its 2025 Annual Meeting of Stockholders (“Annual Meeting”) on June 23, 2025. As of the close of business on the record date of April 24, 2025, there were 36,063,605 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The number of shares of the Company’s common stock present at the meeting, in person or by proxy, was 28,567,579, or 79.21% of the outstanding shares entitled to vote.

    At the meeting, the following proposals were submitted to a vote of the Company’s stockholders, with the final voting results indicated below:

    Proposal 1 - Election of Directors. The Company’s stockholders elected the following five directors to serve until the 2026 Annual Meetings of Stockholders and until their respective successors are elected and qualified.

     

         For    Withheld    Broker Non-Votes

    Kyo-Hwa (Liz) Chung

       15,201,703    5,652,550    7,713,326

    Young-Joon (YJ) Kim

       14,836,314    6,017,939    7,713,326

    Ilbok Lee

       13,153,251    7,701,002    7,713,326

    Gilbert Nathan

       16,346,400    4,507,853    7,713,326

    Camillo Martino

       16,699,733    4,154,520    7,713,326

    Proposal 2 - Advisory Vote on the Compensation of the Named Executive Officers. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2025 proxy materials.

     

    For

     

    Against

     

    Abstained

     

    Broker Non-Votes

    16,144,661   4,689,370   20,222   7,713,326

    Proposal 3 - Ratification of the Appointment of Ernst & Young Han Young. The Company’s stockholders ratified the appointment of Ernst & Young Han Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

     

    For

     

    Against

     

    Abstained

    28,109,077   449,314   9,188

    There were no broker non-votes with respect to Proposal 3.


    SIGNATURE

    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.

     

     

    MAGNACHIP SEMICONDUCTOR CORPORATION

    Dated: June 26, 2025  

    By:

     

    /s/ Theodore Kim

       

    Theodore Kim

       

    Chief Compliance Officer, General Counsel and Secretary

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