01—Abstract
Summary
Summary of the 8-K filed May 22, 2024. Cited figures are marked; the original filing is the authoritative source.
ON Semiconductor Corporation (ON) filed this Form 8-K on May 22, 2024 to report three items: a new Nonqualified Deferred Compensation Plan for senior officers, and the results of its 2024 Annual Meeting of Stockholders held May 16, 2024.
The Board approved the Plan on May 17, 2024, effective July 1, 2024. Under the Plan, senior onsemi officers, including all named executive officers, may voluntarily defer part of their annual cash compensation. For compensation earned July 1 through December 31, 2024, participants may defer up to 40%a of any 2024 short-term incentive (STI) award.
For future years, participants may defer up to 80%b of base salary and up to 80% of any STI award. The Company does not presently intend to make discretionary or employer matching contributions, and the Plan obligations will be general unsecured obligations of the Company. At the Annual Meeting, stockholders elected all ten director nominees to one-year terms expiring at the 2025 annual meeting.
Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 336,152,956 votes for and 28,994,656 against. They ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 366,050,496 votes for and 21,677,485 against.
For investors, the filing is mainly governance-related. The deferred compensation plan gives executives an additional voluntary savings vehicle funded from their own pay, and the shareholder votes show broad support for management's proposals, with the director election and say-on-pay results both reported in the filing.
02—Key points
Key Highlights
- Board approved a Nonqualified Deferred Compensation Plan on May 17, 2024, effective July 1, 2024, for senior onsemi officers including all named executive officers.
- Participants may defer up to 40% of 2024 STI awards (for compensation earned July 1 to December 31, 2024) and up to 80% of base salary and STI awards in future years.
- The Company does not presently intend to make discretionary or employer matching contributions under the Plan; obligations are general unsecured obligations.
- All ten director nominees were elected to one-year terms expiring at the 2025 annual meeting, with the highest 'Against' count at 24,185,138 votes (Christine Y. Yan).
- Stockholders approved, on an advisory basis, the compensation of named executive officers with 336,152,956 votes for and 28,994,656 against.
- Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024 with 366,050,496 votes for and 21,677,485 against.
03—Questions
Frequently Asked Questions
What is the new Nonqualified Deferred Compensation Plan?
It is a plan approved by the Board on May 17, 2024, effective July 1, 2024, that lets senior onsemi officers, including all named executive officers, voluntarily defer part of their annual cash compensation.
How much can participants defer under the Plan?
For compensation earned July 1 to December 31, 2024, participants may defer up to 40% of any 2024 short-term incentive award. For future years, they may defer up to 80% of base salary and up to 80% of any STI award.
Will the Company contribute to participants' deferred accounts?
The Human Capital and Compensation Committee does not presently intend to make any discretionary or employer matching contributions. Deferred amounts are general unsecured obligations of the Company.
How did stockholders vote on the say-on-pay proposal?
Stockholders approved the advisory resolution on named executive officer compensation, with 336,152,956 votes for, 28,994,656 against, 265,775 abstentions and 22,487,015 broker non-votes.
Who was the auditor ratified for 2024?
Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 366,050,496 votes for and 21,677,485 against.
04—Continue