ON Semiconductor Corporation (NASDAQ:ON) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07. Submission of Matters to a Vote of Security Holders
(a) The 2017 Annual Meeting of Stockholders (the Annual Meeting)
for ON Semiconductor Corporation (the Company, we, or us) was
held on May17, 2017. 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 Companys definitive proxy statement for the Annual
Meeting filed with the Securities and Exchange Commission (the
Commission) on April12, 2017.
(b) Proposal No.1. The Companys
stockholders elected nine members of the Board of Directors of
the Company (the Board or Board of Directors), each for a
one-year term expiring at the annual meeting of stockholders to
be held in 2018 or until his or her successor has been duly
elected and qualified, or until the earlier of his or her death,
resignation, or removal, as set forth below:
|
Name |
Votes For | Votes Against | Abstentions | BrokerNon-Votes | ||||||||||||
|
Atsushi Abe |
339,443,883 | 3,951,697 | 809,177 | 33,852,397 | ||||||||||||
|
Alan Campbell |
339,714,643 | 3,708,233 | 781,881 | 33,852,397 | ||||||||||||
|
Curtis J. Crawford, Ph.D. |
336,381,132 | 7,045,005 | 778,620 | 33,852,397 | ||||||||||||
|
Gilles Delfassy |
339,306,075 | 4,114,411 | 784,271 | 33,852,397 | ||||||||||||
|
Emmanuel T. Hernandez |
330,908,376 | 12,512,418 | 783,963 | 33,852,397 | ||||||||||||
|
Keith D. Jackson |
341,048,202 | 2,381,013 | 775,542 | 33,852,397 | ||||||||||||
|
Paul A. Mascarenas |
341,071,504 | 2,352,782 | 780,471 | 33,852,397 | ||||||||||||
|
Daryl A. Ostrander, Ph.D. |
341,048,405 | 2,375,884 | 780,468 | 33,852,397 | ||||||||||||
|
Teresa M. Ressel |
339,602,045 | 3,826,543 | 776,169 | 33,852,397 |
Proposal No.2. The Companys
stockholders approved the advisory (non-binding) resolution to
approve executive compensation, as set forth below:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
|
331,626,944 |
11,154,895 | 1,422,918 | 33,852,397 |
Proposal No.3. In an advisory
(non-binding) vote on the frequency of future advisory votes to
approve executive compensation, the Companys stockholders voted
to hold such advisory votes every year, consistent with the
recommendation of the Board, as set forth below:
|
1 year |
2 years |
3 years |
Abstentions |
BrokerNon-Votes |
||||
|
318,510,037 |
233,131 | 22,030,022 | 3,431,567 | 33,852,397 |
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Proposal No.4. The Companys
stockholders ratified the appointment of PricewaterhouseCoopers
LLP as the Companys independent registered public accounting firm
for the fiscal year ending on December31, 2017, as set forth
below:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
|
369,086,770 |
8,212,658 | 757,726 |
Proposal No.5. The Companys
stockholders approved an amendment to the ON Semiconductor
Corporation Amended and Restated Stock Incentive Plan (the SIP)
to increase the number of shares available under the SIP, and to
effect certain other changes to the SIP, as set forth below:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
|
322,983,219 |
19,838,863 | 1,382,675 | 33,852,397 |
Proposal No.6. The Companys
stockholders approved an amendment to the ON Semiconductor
Corporation 2000 Employee Stock Purchase Plan (the ESPP) to
increase the number of shares available under the ESPP, as set
forth below:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
|
338,316,521 |
4,826,763 | 1,061,473 | 33,852,397 |
Proposal No.7. The Companys
stockholders approved an amendment to the ON Semiconductor
Corporation Certificate of Incorporation (the Certificate) to
eliminate certain restrictions on removal of Directors, as set
forth below:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
|
340,089,313 |
2,756,075 | 1,359,369 | 33,852,397 |
Proposal No.8. The Companys
stockholders approved an amendment to the Certificate to increase
the number of authorized shares of the Companys common stock, as
set forth below:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
|
343,753,872 |
33,066,936 | 1,236,346 |
(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, the Company
will hold an advisory (non-binding) vote on executive
compensation every year.
Item8.01 Other Events
The following Description of Common Stock is filed for purposes
of updating and superseding the description of the common stock
of the Company contained in our registration statement on Form
8-A12G, filed with the Commission on April21, 2000, as amended to
the date hereof.
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DESCRIPTION OF COMMON STOCK
In the paragraphs below, we describe our common stock. However,
this summary does not purport to be complete and is subject to,
and is qualified in its entirety by express reference to, the
provisions of the Certificate and our bylaws, as amended to the
date hereof (the Bylaws), copies of which have been filed with
the Commission, and the applicable provisions of the Delaware
General Corporation Law (the DGCL).
Authorized Capital Stock
The Certificate provides that the total number of shares of
capital stock that may be issued by the Company is 1,250,100,000,
and the number of authorized shares and the par value of the
shares of each such class are as follows:
|
Class |
No.ofSharesAuthorized | ParValue | ||||||
|
Common |
1,250,000,000 | $ | 0.01 | |||||
|
Preferred |
100,000 | $ | 0.01 |
Description of the Companys Common Stock
Voting Rights
General
Except as otherwise provided by law or as set forth in the
Certificate or as otherwise provided by any outstanding series of
preferred stock, the holders of the Companys common stock will
have general voting power on all matters as a single class.
Votes Per Share
On each matter to be voted on by the holders of the Companys
common stock, each outstanding share of the Companys common stock
will be entitled to one vote per share.
Cumulative Voting
Holders of the Companys common stock are not entitled to
cumulative voting of their shares in elections of Directors.
Liquidation Rights
In the event of a voluntary or involuntary liquidation,
dissolution, or winding up of the Company, the prior rights of
the Companys creditors and the liquidation preference of any
preferred stock then outstanding must first be satisfied. The
holders of common stock will be entitled to share in the
remaining assets of the Company on a pro rata basis.
Dividends
Subject to any preferential rights of any series of preferred
stock, holders of shares of common stock will be entitled to
receive dividends on the stock out of assets legally available
for distribution when, as, and if authorized and declared by our
Board of Directors. The payment of dividends on the common stock
will be a business decision to be made by our Board of Directors
from time to time based upon results of our operations and our
financial condition and any other factors our Board of Directors
considers relevant. Payment of dividends on the Companys common
stock may be restricted by loan agreements, indentures, and other
transactions entered into by us from time to time. In addition,
our principal income consists of dividends paid to us by our
subsidiaries. Our subsidiaries ability to pay dividends could be
limited or restricted from time to time by loan agreements,
indentures, and other transactions or by law or regulatory
authorities.
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Preemptive and Other Rights
No holder of shares of any class or series of capital stock of
the Company has any preemptive right to subscribe for, purchase,
or otherwise acquire shares of any class or series of capital
stock of the Company. The common stock has no conversion rights
and is not subject to redemption. All outstanding shares of
common stock are fully paid and nonassessable.
Preferred Stock
The Certificate grants our Board of Directors authority, without
any further action by our stockholders, to issue up to 100,000
shares of preferred stock from time to time in one or more series
and to fix the designations and the relative rights, preferences,
and limitations of the shares of each series, including voting
rights, dividend rights, dividend rates, conversion rights, terms
of redemption, redemption prices, liquidation preferences, and
the number of shares in each series. The issuance of preferred
stock with voting rights could have an adverse effect on the
voting power of holders of common stock by increasing the number
of outstanding shares having voting rights. In addition, if our
Board of Directors authorizes preferred stock with conversion
rights, the number of shares of common stock outstanding could
potentially be increased up to the authorized amount. The
issuance of preferred stock could decrease the amount of earnings
and assets available for distribution to holders of common stock.
Any such issuance could also have the effect of delaying,
deterring, or preventing a change in control and may adversely
affect the rights of holders of our common stock.
Transfer Agent and Registrar
The transfer agent and registrar for the Companys common stock is
currently Computershare Investor Services, LLC, but this may
change from time to time.
Anti-Takeover Provisions
The DGCL, the Certificate, and the Bylaws contain provisions that
could discourage or make more difficult a change in control of
the Company, including an acquisition of the Company by means of
a tender offer or an acquisition of the Company by means of a
proxy contest and removal of the Companys incumbent officers and
directors, without the support of the Board of Directors. A
summary of these provisions follows.
Board of Directors
At the Annual Meeting of Stockholders held May21, 2014, the
stockholders of the Company approved an amendment to the
Certificate to phase-in the declassification of the Board of
Directors over a three-year period beginning in 2014 and ending
in 2017. As noted above, at the Annual Meeting, the Companys
stockholders approved an amendment to the Certificate to
eliminate certain restrictions on the removal of directors of the
Company (Directors). Subject to the rights granted to holders of
preferred stock, Directors may now be removed from office for any
reason with the affirmative vote of the majority of holders of
the voting power of the Companys capital stock entitled to vote
generally in the election of Directors.
The Certificate limits the number of Directors. Within these
limits, the Board of Directors must determine the exact number of
Directors and may increase or decrease the size of the Board of
Directors from time to time. Any vacancy on the Board of
Directors may be filled by a majority of the Directors then in
office, or in certain cases, by a sole remaining Director.
Under the Bylaws, subject to the rights granted to holders of
preferred stock, each Director is elected by the vote of the
majority of the votes cast with respect to that Directors
election at any meeting for the election of Directors at which a
quorum is present. However, if, as of the 10th day preceding the date we first
mail the notice of such meeting to our stockholders, the number
of nominees exceeds the number of Directors to be elected
(Contested Election), the Directors shall be elected by the vote
of a plurality of the votes cast. A majority of votes cast means
that the number of votes cast for a Directors election exceeds
the number of votes cast against that Directors election (with
abstentions and broker non-votes not counted as a vote cast
either for or against that Directors election).
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In the event an incumbent Director fails to receive a majority of
the votes cast in an election that is not a Contested Election,
the incumbent Director must promptly tender his or her
resignation to the Board of Directors. The Corporate Governance
and Nominating Committee of the Company, or such other committee
designated by the Board of Directors for this purpose, shall make
a recommendation to the Board of Directors as to whether to
accept or reject the resignation of such incumbent Director, or
whether other action should be taken. The Board of Directors must
act on the resignation, taking into account such committees
recommendation, and publicly disclose (by a press release and
filing an appropriate disclosure with the Commission) its
decision regarding the resignation and, if such resignation is
rejected, the rationale behind the decision, within 90 days
following certification of the election results. The committee in
making its recommendation and the Board of Directors in making
its decision each may consider any factors and other information
that it considers appropriate and relevant. If the Board of
Directors accepts a Directors resignation to these provisions, or
if a nominee for Director is not elected and the nominee is not
an incumbent Director, then the resulting vacancy may be filled
by vote of a majority of the Directors then in office.
This system of electing and removing Directors may discourage a
third party from making a tender offer, or otherwise attempting
to obtain control of the Company, because it generally makes it
more difficult for stockholders to replace a majority of the
Directors.
Stockholder Meetings
Under the Bylaws, except as described below, only the Board of
Directors or the chairman of the Board of Directors may call
special meetings of stockholders, and any business conducted at
any special meeting will be limited to the purpose or purposes
specified in the order calling for the special meeting. The
Bylaws also provide that, subject to certain requirements and
restrictions, a special meeting of stockholders may also be
called upon the written request of stockholders holding at least
25% of the voting power of the outstanding capital stock of the
Company entitled to vote on the matters to be brought before the
proposed special meeting. The requesting stockholders must timely
provide certain specified information, including information with
respect to the requesting stockholders and the beneficial owners,
if any, on whose behalf the proposal is made, their holdings of
Company stock, the matters to be acted upon at the proposed
special meeting, and any material interest of the requesting
stockholders and beneficial owners in such matters.
Requirements for Advance Notification of Stockholder
Nominations and Proposals
The Bylaws contain provisions requiring stockholders to give
advance written notice to the Company of a proposal or Director
nomination in order to have the proposal or the nominee
considered at an annual meeting of stockholders. The written
notice must usually be given not less than 90 nor more than 120
days before the first Tuesday in June (or, if the Board of
Directors has designated another date for an annual meeting, not
less than 90 nor more than 120 days before such other date, or,
if such other date has not been publicly disclosed or announced
at least 105 days in advance, then not less than 15 days after
the initial public disclosure or announcement of the date). The
stockholders submitting the proposal or Director nomination must
timely provide certain specified information, including a brief
description of the proposal, the name and address of the
stockholder, the class and number of shares owned by the
stockholder, and any material interest of the stockholder in such
proposal.
Undesignated Preferred Stock
As noted above, the Certificate authorizes the issuance of
undesignated or blank check preferred stock. The authorization of
blank check preferred stock makes it possible for the Board of
Directors to issue preferred stock with voting or other rights or
preferences that could impede the success of any attempt to
change control of the Company. These and other provisions may
have the effect of deferring hostile takeovers or delaying,
deterring, or preventing a change in control or management of the
Company.
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Business Combinations with Interested Stockholders
The Certificate provides that Section203 of the DGCL shall not
apply to or govern the Company.
Amendment of Charter or Bylaw Provisions
The amendment of specified provisions of the Certificate and
Bylaws requires approval by holders of at least 66 2/3% of the
voting power of the Companys capital stock entitled to vote in
the election of Directors. Among other such provisions are the
provisions described above under the headings Stockholder
Meetings, Requirements for Advance Notification of Stockholder
Nominations and Proposals, and Business Combinations with
Interested Stockholders. In addition, the same vote would be
required to change this voting requirement.
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About ON Semiconductor Corporation (NASDAQ:ON)
ON Semiconductor Corporation offers a portfolio of analog, digital and mixed signal integrated circuits (ICs), standard products, image sensors and custom devices for customers to solve their design challenges in advanced electronic systems and products. The Company operates through four segments: Application Products Group, Image Sensor Group, Standard Products Group, and System Solutions Group. The Company’s power management and motor driver semiconductor components control, convert, protect and monitor the supply of power to the different elements within a range of electronic devices. Its custom application specific integrated circuits (ASICs) use analog, digital signal processing (DSP), mixed-signal and advanced logic capabilities for its automotive, medical, military/aerospace, consumer and industrial customers’ products. Its signal management semiconductor components provide clock management and data flow management for precision computing, communications and industrial systems. ON Semiconductor Corporation (NASDAQ:ON) Recent Trading Information
ON Semiconductor Corporation (NASDAQ:ON) closed its last trading session up +0.12 at 15.18 with 5,720,200 shares trading hands.