8-K/A
0001097864 0001097864 2023-08-18 2023-08-18

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2023

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. ☐

 


Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K/A is being filed by ON Semiconductor Corporation (the “Corporation”) solely for the purpose of supplementing Item 5.02 of that certain Current Report on Form 8-K filed on August 23, 2023 (the “Original Form 8-K”) to include additional information about board committee assignments.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

As previously reported in the Original Form 8-K, Christina Lampe-Önnerud was appointed by the board of directors of the Corporation (the “Board”) as a new non-employee director effective September 1, 2023. On February 21, 2024, the Board appointed Ms. Lampe-Önnerud to serve as a member of its Audit Committee.


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: February 26, 2024

    By:  

 /s/ Pamela L. Tondreau

       Pamela L. Tondreau
     

 Executive Vice President, Chief Legal Officer,

 Chief Compliance Officer and Secretary