MagnaChip Semiconductor Corporation (NYSE:MX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

(d)

On July 16, 2020, the Board of Directors (the “Board”) of MagnaChip Semiconductor Corporation (the “Company”) increased the size of the Board in accordance with the Company’s Amended and Restated Bylaws from six to seven directors, creating one vacancy on the Board. Effective July 16, 2020, the Board appointed Kyo-Hwa (Liz) Chung as a director of the Company to fill the newly-created vacancy on the Board with a term expiring at the next annual meeting of stockholders to be held in 2021. Ms. Chung currently serves as the Head of Corporate, External and Legal Affairs, for Microsoft Korea, a position she has held since November 2018. Prior to Microsoft Korea, Ms. Chung was with the Korean law firm Kim & Chang, from April 2003 until November 2018, most recently as a partner focusing on the areas of international disputes, government investigations and crisis management. During September 2008 to March 2009, Ms. Chung was engaged with the international law firm Skadden, Arps, Slate, Meagher & Flom LLP, as a visiting attorney at its New York office. Ms. Chung served as a judge on the Seoul Administrative Court from 2001 to 2003 and the Seoul Central District Court from 1999 to 2001. Ms. Chung received an LLM degree from Harvard Law School in 2008, and a Bachelor of Law degree from Korea University in 1996. Ms. Chung is licensed to practice law in Korea and New York.

Ms. Chung will participate in the Company’s independent director compensation program. She will receive the following compensation in connection with her service on the Board, provided that such compensation will be prorated for her time of service from the date of her appointment through the Company’s next Annual Meeting of Stockholders:

a. an annual RSU grant valued at $165,000 for service on the Board with such grant to vest in full on the date of the Company’s next Annual Meeting of Stockholders (or if earlier, August 31 of such year); and

b. a quarterly cash retainer of $18,750 for service on the Board.

Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Ms. Chung had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended. No arrangement or understanding exists between Ms. Chung and any other person to which Ms. Chung was selected as a director of the Company.

On July 20, 2020, the Company issued a press release announcing the election of Ms. Chung to the Board as described in Item 5.02 (d) of this Form 8-K. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.

The following exhibit is furnished as part of this report: