UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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(Nasdaq Global Select Market) |
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
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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 May 21, 2020, ON Semiconductor Corporation (the “Company”) announced the appointment of Bernard R. Colpitts, Jr., age 45, as Vice President, Finance of Semiconductor Components Industries, LLC (“SCILLC”), a wholly-owned subsidiary of the Company, and the Chief Accounting Officer of SCILLC and the Company, in each case, effective as of May 18, 2020. In connection with Mr. Colpitts’ appointment, the Board of Directors of the Company (the “Board”) also designated him as the Principal Accounting Officer of the Company. Prior to his appointment, Mr. Colpitts, who is a Certified Public Accountant, served as Senior Vice President and Chief Accounting Officer for GameStop Corp., an American video game, consumer electronics, and gaming merchandise retailer (“GameStop”), from October 2019 until April 2020. Prior to his position with GameStop, Mr. Colpitts served as Vice President, Finance and Treasury of SCILLC and the Chief Accounting Officer of the Company and SCILLC from 2017 to 2019, as Corporate Controller of SCILLC from 2013 to 2017, and in various other positions with SCILLC related to accounting, finance, and financial reporting from 2011 to 2013 and from 2000 to 2006.
Mr. Colpitts’ starting annual base salary is $290,000, and his target annual bonus opportunity is equal to 40% of his annual base salary. He will receive a one-time long-term incentive award consisting of restricted stock units (“RSUs”) having a value on the grant date of $225,000 that will vest based on the passage of time in three equal annual installments. He will also be eligible for future long-term incentive awards in the ordinary course and in amounts and on terms determined by the Compensation Committee of the Board. Mr. Colpitts’ employment is conditioned on his execution of a confidentiality and property agreement designed to protect the Company’s intellectual property and other proprietary information.
Mr. Colpitts will also participate in other compensation and benefit programs offered by the Company at levels consistent with his position and scope of responsibility. The Company’s compensation and benefit plans are more fully described in the “Compensation Discussion and Analysis” section of the Company’s definitive proxy statement on Schedule 14A relating to its 2020 annual meeting of stockholders, which was filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2020 (the “Proxy Statement”), and the Company’s form of RSU award agreement was 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 SEC on February 19, 2020.
There are no other arrangements or understandings between Mr. Colpitts and any other persons pursuant to which Mr. Colpitts was named Vice President, Finance of SCILLC and Chief Accounting Officer of SCILLC and the Company. Mr. Colpitts does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Colpitts does not have any direct or indirect interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
(a) The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 20, 2020. The proposals (all of which were from management) submitted to the stockholders of the Company at the Annual Meeting and the final results of the voting regarding each proposal are set forth below and described in detail in the Proxy Statement.
(b) Proposal No. 1. The Company’s stockholders elected seven members of the Board, each for a one-year term expiring at the annual meeting of stockholders to be held in 2021 or until his or her successor has been duly elected and qualified, or until the earlier of his or her death, resignation, or removal, as set forth below:
| Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Atsushi Abe |
341,165,466 |
1,662,319 |
293,345 |
26,816,337 | ||||
| Alan Campbell |
333,109,887 |
9,144,641 |
866,602 |
26,816,337 | ||||
| Gilles Delfassy |
339,676,800 |
2,567,867 |
876,463 |
26,816,337 | ||||
| Emmanuel T. Hernandez |
321,222,067 |
21,030,153 |
868,910 |
26,816,337 | ||||
| Keith D. Jackson |
309,133,057 |
33,125,029 |
863,044 |
26,816,337 | ||||
| Paul A. Mascarenas |
322,607,257 |
19,636,676 |
877,197 |
26,816,337 | ||||
| Christine Y. Yan |
338,980,148 |
3,275,758 |
865,224 |
26,816,337 |
Proposal No. 2. The Company’s stockholders approved the advisory (non-binding) resolution to approve executive compensation, as set forth below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 327,506,411 |
15,248,910 |
365,809 |
26,816,337 |
Proposal No. 3. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current year, as set forth below:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 357,533,599 |
12,037,549 |
366,319 |
0 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |||
| 99.1 |
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| 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 21, 2020 |
By: |
/s/ BERNARD GUTMANN | ||||
| Bernard Gutmann | ||||||
| Executive Vice President, Chief Financial Officer, and Treasurer |