8-K

ON SEMICONDUCTOR CORPORATION

(Registrant)

Date: September 30, 2020

/s/ BERNARD GUTMANN

Bernard Gutmann

Executive Vice President, Chief Financial Officer, and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

September 24, 2020

Date of Report (Date of earliest event reported)

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39317

36-3840979

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

ON Semiconductor Corporation

5005 E. McDowell Road

Phoenix, Arizona

85008

(Address of principal executive offices)

(Zip Code)

(602) 244-6600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ON	The Nasdaq Stock Market LLC
Preferred Stock, Series B Junior Participating, Purchase Rights	N/A	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CRF 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 24, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of ON Semiconductor Corporation (the “Company”) approved interim base salary increases and retention equity awards for certain executive officers of the Company, including Simon Keeton, Executive Vice President and General Manager, Power Solutions Group, to better align compensation for those executives with market levels. With respect to Mr. Keeton, the Committee approved an increase in his annual base salary from $397,000 to $450,000, effective as of October 2, 2020, and a one-time grant (the “Equity Award”) of restricted stock units (“RSUs”) having an aggregate value on the grant date of $200,000 and with annual vesting in one-third increments on each anniversary of the grant date, subject to Mr. Keeton’s continued service with the Company. The number of RSUs under the Equity Award will be determined based on the closing price of the Company’s common stock on October 5, 2020. The other terms and conditions of the Equity Award are consistent with those set forth in the Company’s form of RSU award agreement filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on February 19, 2020.