ON SEMICONDUCTOR CORP false 0001097864 0001097864 2023-08-18 2023-08-18












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 18, 2023

Date of Report (Date of earliest event reported)



ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-39317   36-3840979

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


ON Semiconductor Corporation

5701 N. Pima Road

Scottsdale, Arizona

(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





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. ☐




Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2023, the Board of Directors (the “Board”) of ON Semiconductor Corporation (the “Corporation”) appointed Christina Lampe-Önnerud to serve as a director of the Board (“Director”), effective as of September 1, 2023. Ms. Lampe-Önnerud’s term as a Director will continue until the 2024 annual meeting of stockholders of the Corporation (the “Annual Meeting”) and until her successor is duly elected and qualified, or until her earlier death, resignation, or removal. The Board intends that Ms. Lampe-Önnerud’s continued service on the Board will be voted on by the Corporation’s stockholders at the Annual Meeting. The Board has not yet determined committee appointments for Ms. Lampe-Önnerud.

In connection with her appointment to the Board, Ms. Lampe-Önnerud will participate in the standard compensation and benefits package offered to the Corporation’s non-employee Directors, as described under the heading “2022 Compensation of Directors” in the Corporation’s proxy statement relating to its 2023 annual meeting of stockholders filed with the Securities and Exchange Commission on April 6, 2023. In addition, the Corporation will enter into an indemnification agreement with Ms. Lampe-Önnerud in connection with her appointment to the Board, which will be in substantially the same form as that entered into with the other Directors and which is incorporated herein by reference.

There are no related party transactions between the Corporation and Ms. Lampe-Önnerud that would require disclosure under Item 404(a) of Regulation S-K, nor are there any arrangements or understandings in connection with Ms. Lampe-Önnerud’s appointment to the Board other than as set forth in this Current Report on Form 8-K.

A copy of the Corporation’s press release announcing the appointment of Ms. Lampe-Önnerud as a Director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.


Item 7.01

Regulation FD Disclosure.

On August 23, 2023, the Corporation issued a press release announcing the appointment of Ms. Lampe-Önnerud to the Board. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01.

Financial Statements and Exhibits.




The below exhibit is furnished as part of this Current Report on Form 8-K.


Exhibit No.



99.1    News release for ON Semiconductor Corporation, dated August 23, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.





Date: August 23, 2023



      Pamela L. Tondreau
      Executive Vice President, Chief Legal Officer,
Chief Compliance Officer and Secretary

Exhibit 99.1



News Release

onsemi Appoints Christina Lampe-Önnerud to the Board of Directors

Scottsdale, Ariz. – Aug. 23, 2023 – onsemi (Nasdaq: ON) today announced that Christina Lampe-Önnerud was appointed to its board of directors, effective September 1, 2023.

Lampe-Önnerud is a highly regarded founder and business leader, having served as chief executive officer of two separate companies, and is also considered an expert in the energy storage space. Among her unique global experience, she has been active in multiple domestic and international government delegations as an authority on energy technologies. As a two-time World Economic Forum (WEF) Technology Pioneer, who has served as co-chairman of the WEF Global Future Council on Energy, she continues to be engaged in multiple initiatives throughout the United States, Europe, and Asia.

“Christina brings a wealth of experience as a pioneer and innovator in battery technologies designed to improve energy storage and power consumption,” said Alan Campbell, chair of onsemi’s board of directors. “Her work, values and passion are well-aligned with onsemi’s strategic priorities focused on delivering innovative technologies for the automotive and industrial end-markets that deliver a sustainable future and we look forward to her invaluable contributions to the board.”

“onsemi’s ambition to deliver industry-leading power and sensing technologies that will transform our world’s energy usage is where I’ve dedicated my life’s work,” said Christina Lampe-Önnerud. “It is an exciting time to be joining the board to support the leadership team as they continue to execute on the strategy and drive long-term shareholder value and sustainable results.”

Lampe-Önnerud holds more than 80 patents on designs, products, devices, components, materials, and processes. She has over 25 technical publications in scientific journals focusing on science and thought-leadership. She is also frequently tapped as an expert commentator in media interviews and regularly speaks at government and industry conferences on power and energy issues.

Lampe-Önnerud received both a Bachelor of Science degree in chemistry and calculus and a Ph.D. in inorganic chemistry from Uppsala University, Sweden. She completed her post-doctorate at Massachusetts Institute of Technology, where she serves on the Visiting Committee. In 2022, she was honored with the King’s Medal, one of Sweden’s most prestigious awards, for her work in producing safe, low-cost, high-performance lithium-ion batteries.

About onsemi

onsemi (Nasdaq: ON) is driving disruptive innovations to help build a better future. With a focus on automotive and industrial end-markets, the company is accelerating change in megatrends such as vehicle electrification and safety, sustainable energy grids, industrial automation, and 5G and cloud infrastructure. onsemi offers a highly differentiated and innovative product portfolio, delivering intelligent power and sensing technologies that solve the world’s most complex challenges and leads the way to creating a safer, cleaner and smarter world. onsemi is recognized as a Fortune 500® company and included in the Nasdaq-100 Index® and S&P 500® index. Learn more about onsemi at www.onsemi.com.

onsemi and the onsemi logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders.

Krystal Heaton


Parag Agarwal

Director, Head of Public Relations


Vice President - Investor Relations & Corporate Development

onsemi    onsemi

(480) 242-6943


(602) 244-3437