8-K/A
ON SEMICONDUCTOR CORP (ON)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2023
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 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. ☐
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A is being filed by ON Semiconductor Corporation (the “Corporation”) solely for the purpose of supplementing Item 5.02 of that certain Current Report on Form 8-K filed on August 23, 2023 (the “Original Form
8-K
”) to include additional information about board committee assignments.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
|---|
As previously reported in the Original Form 8-K, Christina Lampe-Önnerud was appointed by the board of directors of the Corporation (the “Board”) as a new non-employee director effective September 1, 2023. On February 21, 2024, the Board appointed Ms. Lampe-Önnerud to serve as a member of its Audit Committee.
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: February 26, 2024 | By: | /s/ Pamela L. Tondreau |
| Pamela L. Tondreau | ||
| Executive Vice President, Chief Legal Officer,<br><br>Chief Compliance Officer and Secretary |