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. |
On August 31, 2020, Keith D. Jackson informed the Board of Directors of ON Semiconductor Corporation (the “Company”) that he intends to retire as the President and Chief Executive Officer of the Company effective as of immediately following the Company’s annual meeting of stockholders to be held in May 2021 (the “2021 Annual Meeting”). The Board of Directors intends to initiate a process to identify Mr. Jackson’s successor, including by reviewing qualified internal and external candidates, and intends to engage an executive search firm to support the search. To ensure an orderly transition, Mr. Jackson will continue to remain in his current roles until his retirement and will assist the Board of Directors in its search for his successor.
In addition, Mr. Jackson will also retire as a member of the Board of Directors in connection with his retirement as President and Chief Executive Officer and does not currently anticipate standing for re-election at the 2021 Annual Meeting. Mr. Jackson’s decision to retire is voluntary and is not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 7.01. | Regulation FD Disclosure. |
On September 4, 2020, the Company issued a press release announcing Mr. Jackson’s retirement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release dated September 4, 2020 | |
| 104 | Cover Page Interactive Data File (embedded with 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: September 4, 2020 | By: | /s/ George H. Cave | ||||
| George H. Cave Executive Vice President, General Counsel, Chief Compliance Officer, Chief Risk Officer, and Secretary | ||||||