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. |
(e) On May 17, 2024, the Board of Directors (the “Board”) of ON Semiconductor Corporation (the “Company”) approved a Nonqualified Deferred Compensation Plan for certain senior officers of the Company and its wholly-owned subsidiary, Semiconductor Components Industries, LLC (together, “onsemi” and such plan, the “Plan”), effective July 1, 2024. Under the Plan, senior onsemi officers, including all of the Company’s named executive officers, may elect to defer receipt of a portion of their annual cash compensation.
For compensation earned between July 1, 2024 and December 31, 2024, eligible participants may elect to defer up to 40% of any short-term incentive (“STI”) award earned based on 2024 performance. For future years, eligible participants may elect to defer up to 80% of base salary and up to 80% of any STI award under the Plan. Participation in the Plan is voluntary and deferral elections do not carry over from one year to the next; rather, eligible participants must make deferral elections annually in the year prior to the year in which the compensation is earned. Participants may choose to have their deferred compensation paid in a lump sum or up to ten annual installments although all deferred amounts will be paid out in a single lump sum upon a participant’s death. The Plan will be administered by the Human Capital and Compensation Committee of the Board, which does not presently intend to make any discretionary or employer matching contributions. The obligations of the Company under the Plan will be general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants in accordance with the terms of the Plan from the general assets of the Company. The foregoing description is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit 10.1 to, and incorporated by reference into, this Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 16, 2024. 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 4, 2024.
(b) Proposal No. 1. The Company’s stockholders elected ten directors of the Company, each for a one-year term expiring at the 2025 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 | ||||||||||||
| Atsushi Abe |
352,428,212 | 12,812,201 | 172,974 | 22,487,015 | ||||||||||||
| Alan Campbell |
357,966,089 | 7,272,033 | 175,265 | 22,487,015 | ||||||||||||
| Susan K. Carter |
359,979,576 | 5,263,835 | 169,976 | 22,487,015 | ||||||||||||
| Thomas L. Deitrich |
359,746,255 | 5,497,014 | 170,118 | 22,487,015 | ||||||||||||
| Hassane El-Khoury |
362,513,444 | 2,727,246 | 172,697 | 22,487,015 | ||||||||||||
| Bruce E. Kiddoo |
362,564,960 | 2,672,235 | 176,192 | 22,487,015 | ||||||||||||
| Christina Lampe-Önnerud |
364,879,804 | 364,364 | 169,219 | 22,487,015 | ||||||||||||
| Paul A. Mascarenas |
353,550,732 | 11,691,237 | 171,418 | 22,487,015 | ||||||||||||
| Gregory L. Waters |
361,624,064 | 3,615,804 | 173,519 | 22,487,015 | ||||||||||||
| Christine Y. Yan |
341,054,596 | 24,185,138 | 173,653 | 22,487,015 | ||||||||||||
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 | |||
| 336,152,956 | 28,994,656 | 265,775 | 22,487,015 |
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, 2024, as set forth below:
| Votes For |
Votes Against |
Abstentions | ||
| 366,050,496 | 21,677,485 | 172,421 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The below exhibit is filed as part of this Current Report on Form 8-K.
| Exhibit No. |
Description | |
| 10.1 | onsemi Nonqualified Deferred Compensation Plan for senior officers | |
| 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 22, 2024 |
By: | /s/ Paul Dutton | ||||
| Paul Dutton | ||||||
| Senior Vice President, Chief Legal Officer and Secretary | ||||||