01—Abstract
Summary
Summary of the 8-K filed December 9, 2025. Cited figures are marked; the original filing is the authoritative source.
Qnity Electronics, Inc. (NYSE: Q) disclosed in this Form 8-K that Sang Ho Kang has ceased serving as President of the Semiconductor Technologies segment effective December 9, 2025.
Sam Ponzo, the Company's Chief Strategy and Commercial Officer, will serve as Interim President of the segment while the Company searches for a permanent replacement. The filing states that Mr. Kang's departure was not related to the Company's consolidated financial statements, financial reporting, or internal controls over financial reporting. He will be eligible for severance under the Senior Executive Severance Plan, subject to signing and not revoking a standard release.
The filing also sets the date of the Company's first Annual Meeting of Stockholders as May 21, 2026, and lays out shareholder deadlines. Under the Bylaws, director nominations and other proposals not included in the proxy materials must be received between January 22, 2026 and February 21, 2026. Proxy access nominations under Rule 14a-18 are due by January 22, 2026.
Stockholder proposals under Rule 14a-8 for inclusion in the proxy materials are due by December 19, 2025. A press release dated December 9, 2025 announcing Mr. Ponzo's appointment is furnished as Exhibit 99.1. The release describes Mr. Ponzo as having close to three decades of strategic business management experience, including more than 25 years at DuPont, and says Qnity will conduct a comprehensive search for the permanent position.
02—Key points
Key Highlights
- Sang Ho Kang ceased serving as President of the Semiconductor Technologies segment effective December 9, 2025, following a mutual decision with the Company.
- Sam Ponzo, Chief Strategy and Commercial Officer, became Interim President of the Semiconductor Technologies segment effective immediately while a permanent replacement is sought.
- The Company states Mr. Kang's departure was not related to its consolidated financial statements, financial reporting, or internal controls over financial reporting.
- Mr. Kang is eligible for severance under the Senior Executive Severance Plan, subject to signing and not revoking a standard release.
- The first Annual Meeting of Stockholders is scheduled for May 21, 2026.
- Stockholder proposals for inclusion in the 2026 proxy materials under Rule 14a-8 must be received by December 19, 2025; proxy access nominations are due by January 22, 2026.
- Director nominations and other proposals not in the proxy materials must be received between January 22, 2026 and February 21, 2026.
03—Questions
Frequently Asked Questions
Who is leading the Semiconductor Technologies segment after Sang Ho Kang's departure?
Sam Ponzo, the Company's Chief Strategy and Commercial Officer, became Interim President of the segment effective December 9, 2025. The Company is conducting a search for a permanent replacement.
Was Sang Ho Kang's departure related to financial reporting or accounting issues?
No. The filing states that Mr. Kang's departure was not related to the Company's consolidated financial statements, financial reporting, or internal controls over financial reporting.
What severance will Sang Ho Kang receive?
He will be eligible for severance benefits under the Company's Senior Executive Severance Plan, subject to his execution and non-revocation of a standard form of release. The filing does not specify amounts.
When is the Company's first Annual Meeting of Stockholders and what are the shareholder deadlines?
The meeting will be held on May 21, 2026. Rule 14a-8 proposals for the proxy materials are due by December 19, 2025. Proxy access nominations are due by January 22, 2026. Other nominations and proposals must be received between January 22, 2026 and February 21, 2026.
What did the Company announce publicly about the leadership change?
A press release dated December 9, 2025, furnished as Exhibit 99.1, announced Mr. Ponzo's appointment as Interim President. It describes his experience, including more than 25 years at DuPont, and states that Qnity will conduct a comprehensive search for the permanent position.
04—Continue