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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

 

May 14, 2026

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

5701 N. Pima Road

Scottsdale , Arizona

 

85250

(Address of principal executive offices)

 

(Zip Code)

 

( 602 ) 244-6600

(Registrant’s telephone number, including area code)  

(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

Indic ate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR §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.

 

(b) As previously disclosed by ON Semiconductor Corporation ( the “ Company ” and, together with its affiliates, “ onsemi ”), Simon Keeton, the former Group President, Power Solutions Group, of onsemi, stepped down from all officer positions with onsemi effective
March 9, 2026, as mutually agreed between the parties. Mr. Keeton’s final day of full employment with onsemi was ​expected to be June 30, 2026; however, on May 14, 2026, onsemi and Mr. Keeton agreed to extend his last day of employment to September
30, 2026, in order to support an orderly transition to his successor.

 

Item 5.07.            Submission of Matters to a Vote of Security Holders.

 

(a) The 2026 Annual Meeting of Stockholders (the “ Annual Meeting ”) of the Company was held on May 14, 2026. The proposals submitted to the stockholders of the Company at the Annual Meeting and the final voting results for each are set forth below. The proposals are
described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026.

 

(b) Proposal No. 1. The Company’s stockholders
elected seven directors of the Company, each for a one-year term expiring at the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, or until the earlier time of their death, resignation or removal, as set
forth below:

Name

 

Votes

For

 

Votes

Against

 

Abstentions

 

Broker Non-Votes

Susan K. Carter

 

329,795,834

 

11,686,093

 

317,809

 

19,260,396

Thomas L. Deitrich

 

327,348,905

 

14,326,260

 

124,571

 

19,260,396

Hassane El-Khoury

 

340,627,665

 

1,064,027

 

108,044

 

19,260,396

Bruce E. Kiddoo

 

325,217,404

 

16,200,456

 

381,876

 

19,260,396

Paul A. Mascarenas

 

316,236,898

 

25,196,264

 

366,574

 

19,260,396

Gregory L. Waters

 

335,736,767

 

5,941,716

 

121,253

 

19,260,396

Christine Y. Yan

 

315,466,839

 

26,206,130

 

126,767

 

19,260,396

Proposal No. 2.
The Company’s stockholders approved the advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers, as set forth below:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

320,342,318

 

21,118,000

 

339,418

 

19,260,396

Proposal No. 3.
The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, as set forth below:

 

Votes For

 

Votes Against

 

Abstentions

337,232,526

 

23,674,928

 

152,678

Proposal No. 4.
The Company’s stockholders approved the stockholder proposal regarding simple majority voting, as set forth below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

333,533,083

 

3,866,836

 

3,308,903

 

20,351,310

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

 
 

ON SEMICONDUCTOR CORPORATION

(Registrant)

 
 
 

Date: May 18, 2026

By:

/s/ Paul Dutton

 
 

Paul Dutton

Senior Vice President, Chief Legal Officer and Secretary