8-K
ON SEMICONDUCTOR CORP (ON)
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 11, 2023
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<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| ON Semiconductor Corporation<br> <br>5701 N. Pima Road<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | ON | 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 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 |
|---|
On September 11, 2023, Bernard R. Colpitts, Jr., Senior Vice President and Chief Accounting Officer of ON Semiconductor Corporation (the “Company”), notified the Company of his intent to resign from all positions with the Company and its affiliates (together, “onsemi”) on or about November 1, 2023. Mr. Colpitts, who serves as the Company’s principal accounting officer, will depart onsemi following the Company’s filing of its Form 10-Q for the quarter ending September 29, 2023. Mr. Colpitts advised onsemi that he intends to pursue other opportunities and that his resignation is not due to any disagreements with onsemi, including with respect to its accounting and financial reporting policies and practices.
Effective with Mr. Colpitts’ departure, Thad Trent, who has served as Executive Vice President, Chief Financial Officer, and Treasurer of the Company since February 2021, will assume the additional role of principal accounting officer.
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<br> <br>(Registrant) | ||
|---|---|---|
| Date: September 14, 2023 | By: | /s/ Thad Trent |
| Thad Trent | ||
| Executive Vice President, Chief Financial Officer and Treasurer |