UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
May 11, 2011
Date of report (Date of earliest event reported)
ON Semiconductor Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-30419 | 36-3840979 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| ON Semiconductor Corporation 5005 E. McDowell Road Phoenix, Arizona |
85008 | |
| (Address of principal executive offices) | (Zip Code) |
(602) 244-6600
(Registrant’s telephone number, including area code)
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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2011 Annual Meeting of Stockholders (the “Annual Meeting”) for ON Semiconductor Corporation (the “Company”) was held on May 11, 2011. 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. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 1, 2011.
(b) Proposal No. 1. The Company’s stockholders elected two Class III members of the Board of Directors to serve for three-year terms:
| Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Keith D. Jackson |
388,547,246 | — | 2,236,922 | 31,488,677 | ||||
| Phillip D. Hester |
384,248,887 | — | 6,535,281 | 31,488,677 |
Proposal No. 2. The Company’s stockholders approved the advisory (non-binding) vote on executive compensation as set forth below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 380,805,738 |
9,845,764 | 132,666 | 31,488,677 |
Proposal No. 3. The Company’s stockholders cast their votes with respect to the advisory (non-binding) vote on the frequency of future advisory votes on executive compensation as set forth below:
| 1 year |
2 years |
3 years |
Abstentions |
Broker Non-Votes | ||||
| 361,582,287 |
219,910 | 28,394,332 | 587,639 | 31,488,677 |
Proposal No. 4. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2011 as set forth below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 416,522,462 |
5,675,792 | 74,591 | — |
(d) Based on the results of the advisory (non-binding) vote on the frequency of future advisory votes on executive compensation, and consistent with the recommendation of the Board of Directors of the Company, the Company will hold an advisory (non-binding) vote on executive compensation every year.
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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 11, 2011 | By: | /s/ GEORGE H. CAVE | ||||
| George H. Cave Senior Vice President, General Counsel, Chief Compliance and Ethics Officer and Secretary | ||||||
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