01—Abstract
Summary
Summary of the 8-K filed May 21, 2025. Cited figures are marked; the original filing is the authoritative source.
ON Semiconductor Corporation held its 2025 Annual Meeting of Stockholders on May 15, 2025.
Stockholders voted on three proposals, which the company says are described in detail in its definitive proxy statement filed with the SEC on April 3, 2025. The filing reports the vote results for each proposal but does not describe any changes to the board, compensation programs, or auditor relationship beyond the votes themselves. Stockholders elected all eight director nominees to one-year terms expiring at the 2026 annual meeting.
Each nominee received substantially more votes for than against. Paul A. Mascarenas received the lowest level of support, with 325,650,007 votes for and 30,687,295 against.
Christine Y. Yan received 344,372,507 votes for and 12,432,339 against. Hassane El-Khoury and Bruce E.
Kiddoo had the highest support, with 355,780,084 and 356,002,559 votes for, respectively. Stockholders approved, on an advisory and non-binding basis, the compensation of the company's named executive officers, with 307,108,359 votes for, 48,735,778 against, and 1,151,065 abstentions.
Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 356,693,947 votes for, 23,777,624 against, and 213,199 abstentions. For investors, the most notable result is the say-on-pay vote, where the against count was substantially higher than in the director and auditor votes.
02—Key points
Key Highlights
- The 2025 Annual Meeting of Stockholders was held on May 15, 2025, and the proposals are described in the definitive proxy statement filed April 3, 2025.
- All eight director nominees were elected to one-year terms expiring at the 2026 annual meeting, with votes for each nominee ranging from 325,650,007 (Paul A. Mascarenas) to 356,002,559 (Bruce E. Kiddoo).
- Paul A. Mascarenas drew the most opposition among directors, with 30,687,295 votes against, and Christine Y. Yan had 12,432,339 votes against.
- The advisory say-on-pay proposal was approved, with 307,108,359 votes for and 48,735,778 votes against, along with 1,151,065 abstentions.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2025, with 356,693,947 votes for and 23,777,624 against.
- Broker non-votes were 23,689,568 for each director nominee and the say-on-pay proposal, as reported in the filing.
03—Questions
Frequently Asked Questions
Who was elected to the board at the 2025 Annual Meeting?
Stockholders elected eight directors: Alan Campbell, Susan K. Carter, Thomas L. Deitrich, Hassane El-Khoury, Bruce E. Kiddoo, Paul A. Mascarenas, Gregory L. Waters, and Christine Y. Yan. Each was elected to a one-year term expiring at the 2026 annual meeting of stockholders.
Did stockholders approve executive compensation?
Yes. The advisory, non-binding resolution to approve the compensation of the named executive officers was approved, with 307,108,359 votes for, 48,735,778 votes against, 1,151,065 abstentions, and 23,689,568 broker non-votes.
Which accounting firm did stockholders ratify, and for what year?
Stockholders ratified PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2025. The vote was 356,693,947 for, 23,777,624 against, and 213,199 abstentions.
Where can investors find more detail on the proposals?
The filing states that the proposals are described in detail in the company's definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2025.
04—Continue