01—Abstract
Summary
Summary of the 8-K filed May 18, 2026. Cited figures are marked; the original filing is the authoritative source.
onsemi held its 2026 Annual Meeting of Stockholders on May 14, 2026, where all seven director nominees were elected to one-year terms expiring at the 2027 annual meeting.
Each nominee received substantially more votes for than against. Stockholders also approved the advisory resolution on named executive officer compensation, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, and approved a stockholder proposal regarding simple majority voting. The filing also discloses a change in executive transition timing.
Simon Keeton, former Group President, Power Solutions Group, stepped down from all officer positions effective March 9, 2026. On May 14, 2026, onsemi and Mr. Keeton agreed to extend his last day of full employment from June 30, 2026 to September 30, 2026, to support an orderly transition to his successor.
The filing reports voting outcomes and an executive employment date change but does not include financial results, guidance, or other operating metrics. The proposals are described in more detail in the company's definitive proxy statement filed April 2, 2026.
02—Key points
Key Highlights
- Seven directors elected to one-year terms expiring at the 2027 annual meeting: Susan K. Carter, Thomas L. Deitrich, Hassane El-Khoury, Bruce E. Kiddoo, Paul A. Mascarenas, Gregory L. Waters, and Christine Y. Yan.
- Advisory say-on-pay resolution approved, with 320,342,318 votes for and 21,118,000 votes against.
- PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for the year ending December 31, 2026, with 337,232,526 votes for and 23,674,928 against.
- Stockholder proposal on simple majority voting approved, with 333,533,083 votes for and 3,866,836 against.
- Simon Keeton, former Group President, Power Solutions Group, stepped down from all officer positions effective March 9, 2026.
- Mr. Keeton's last day of full employment extended from June 30, 2026 to September 30, 2026, agreed May 14, 2026, to support an orderly transition to his successor.
03—Questions
Frequently Asked Questions
Were all of onsemi's director nominees elected at the 2026 Annual Meeting?
Yes. The filing states that stockholders elected all seven directors, each for a one-year term expiring at the 2027 annual meeting. Vote counts for each nominee are reported in the filing, with Hassane El-Khoury receiving 340,627,665 votes for and 1,064,027 votes against.
How did stockholders vote on executive compensation?
Stockholders approved the advisory, non-binding resolution on named executive officer compensation, with 320,342,318 votes for, 21,118,000 votes against, 339,418 abstentions, and 19,260,396 broker non-votes.
Who is onsemi's independent auditor for 2026?
Stockholders ratified the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2026, with 337,232,526 votes for and 23,674,928 votes against.
Why was Simon Keeton's employment end date changed?
On May 14, 2026, onsemi and Mr. Keeton agreed to extend his last day of full employment from June 30, 2026 to September 30, 2026. The filing states the extension was made to support an orderly transition to his successor. Mr. Keeton had stepped down from all officer positions effective March 9, 2026.
What did stockholders decide on the simple majority voting proposal?
Stockholders approved the stockholder proposal regarding simple majority voting, with 333,533,083 votes for, 3,866,836 votes against, 3,308,903 abstentions, and 20,351,310 broker non-votes.
04—Continue