6-K
SK TELECOM CO LTD (SKM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF FEBRUARY 2023
Commission File Number: 333-04906
SK Telecom Co., Ltd.
(Translation of registrant’s name into English)
65 Euljiro,Jung-gu
Seoul 04539, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Decision on Disposal of Treasury Shares
On February 7, 2023, the board of directors of SK Telecom Co., Ltd. (the “Company”) approved the Company’s disposal of treasury shares for the purpose of allotting shares as bonus payment to its officers and employees.
| 1. Number of Treasury Shares to be Disposed | Common shares<br> <br>Preferred shares | 324,580<br><br><br>— | |||
|---|---|---|---|---|---|
| 2. Price of the Treasury Shares to be Disposed (Won) | Common shares<br> <br>Preferred shares | 46,250<br><br><br>— | |||
| 3. Estimated Aggregate Disposal Value (Won) | Common shares<br> <br>Preferred shares | 15,011,825,000<br><br><br>— | |||
| 4. Disposal Period | From<br> <br>To | February 9, 2023<br><br><br>February 28, 2023 | |||
| 5. Purpose of Disposal | Allotment of shares as bonus payment | ||||
| 6. Method of Disposal | Over-the-counter | ||||
| 7. Investment Brokerage Agent | Hana Securities Co., Ltd. | ||||
| 8. Treasury Shares Held Before Disposal | Acquisition within Limit Based on Maximum Amount of Dividends Payable | Common shares<br> <br>Preferred shares | 747,059<br><br><br>— | Percentage of shares (%)<br><br><br>Percentage of shares (%) | 0.34<br><br><br>— |
| Other Acquisition | Common shares | 54,032 | Percentage of shares (%) | 0.02 | |
| Preferred shares | — | Percentage of shares (%) | — | ||
| 9. Date of Resolution by the Board of Directors | February 7, 2023 | ||||
| • Attendance of Outside Directors | Present: 5; Absent: 0 | ||||
| • Attendance of Auditors (Audit Committee Members who are not<br>Outside Directors) | — | ||||
| 10. Maximum Daily Sale Order | Common shares<br> <br>Preferred shares | —<br><br><br>— |
- Other Matters Relating to an Investment Decision
| • | Items 1, 2 and 3 above are based on the closing price on February 6, 2023, the day before the date of the<br>resolution by the board of directors. |
|---|---|
| • | The actual number, price and aggregate value of the treasury shares to be disposed may change as of the date of<br>disposal. |
| --- | --- |
| • | In connection with the method of disposal under Item 6 above, the disposal will be implemented by the transfer of<br>shares from the Company’s securities account for treasury shares to the securities account of the officer or employee to whom the shares are allotted as bonus payment. |
| --- | --- |
| • | Other acquisition under Item8 are shares acquired by the Company as a result of the creation of fractional shares<br>in the Spin-off. |
| --- | --- |
[Treasury Shares Held Prior to Decision on Disposal of Treasury Shares]
| (Unit: shares) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Type of<br>shares | Beginning | Change | End | Notes | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Method of acquisition | Acquired<br>(+) | Disposed<br>(–) | Cancelled<br>(–) | |||||||||||||
| Acquisition within limit based on maximum amount of dividends payable | Direct<br>acquisition | Direct acquisition through<br>stock exchange | Common shares | — | — | — | — | — | — | |||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||
| Over-the-counter acquisition | Common shares | — | — | — | — | — | — | |||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||
| Tender offer | Common shares | — | — | — | — | — | — | |||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||
| Subtotal (a) | Common shares | — | — | — | — | — | — | |||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||
| Acquisition<br>through<br>broker | Held in trust by broker | Common shares | — | — | — | — | — | — | ||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||
| Held by Company | Common shares | 747,059 | — | — | — | 747,059 | — | |||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||
| Subtotal (b) | Common shares | 747,059 | — | — | — | 747,059 | — | |||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||
| Other acquisition (c)<br>^(1)^ | Common shares | 54,032 | — | — | — | 54,032 | — | |||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||
| Total (a+b+c) | Common shares | 801,091 | — | — | — | 801,091 | — | |||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||
| ^(1)^ | Shares acquired by the Company as a result of the creation of fractional shares in the Spin-off. | |||||||||||||||
| --- | --- |
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, thereunto duly authorized.
| SK TELECOM CO., LTD. | |
|---|---|
| (Registrant) | |
| By: | /s/ Hee Jun Chung |
| (Signature) | |
| Name: Hee Jun Chung | |
| Title: Vice President |
Date: February 8, 2023