Sk Telecom Co Ltd 6-K/A, filed Jun 28, 2021
Sk Telecom Co Ltd (SKM)
About this 6-K/A
Sk Telecom Co Ltd filed this 6-K/A on June 28, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JUNE 2021
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 registrant 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.
Amendment Regarding Decision on Spin-off
The information regarding the decision by the Board of Directors of SK Telecom Co., Ltd. (the “Company”) to approve a proposed spin-off plan set forth in the Form 6-K furnished by the Company on June 10, 2021, as amended by the Form 6-K/A furnished by the Company on June 11, 2021 (the “Original Form 6-K”), is hereby amended further as follows.
Article 4, Paragraph (10), Subparagraph (i) of Exhibit 99.1 to the Original Form 6-K, which stated:
| (i) | The following table sets out the names and resident registration numbers of the directors and audit committee members of the Spin-off Company. |
| Position |
Name |
Date of Birth |
Business Experience |
Term | ||||
| Representative Director and Standing Director | Jung Ho Park | May 17, 1963 | Representative Director and Vice Chairman, SK hynix Inc. (current) Representative Director and President, SK Telecom Co., Ltd. (current) |
Until the completion of the annual general meeting of shareholders for the third fiscal year following appointment | ||||
| Standing Director | Poong Young Yoon | November 28, 1974 | Head of Corporate Center 1, SK Telecom Co., Ltd. (current) | Until the completion of the annual general meeting of shareholders for the third fiscal year following appointment | ||||
| Outside Director and Audit Committee Member | Eun Sun Ki | August 30, 1977 | Professor, Division of Business Administration and Accounting, Kangwon National University (current) Member, Corporate Review Committee, KOSDAQ Market Committee, Korea Exchange (current) |
Until the completion of the annual general meeting of shareholders for the third fiscal year following appointment | ||||
| Seung Gu Park | December 27, 1968 | Head of Korea, BofA Merrill Lynch (former) Head of Seoul Branch, Credit Suisse (former) | ||||||
| Seong Woo Lee | July 25, 1961 | Professor, Dong-A Law School (current) Outside Director, Shinhan Bank (former) | ||||||
is amended and restated (by adding the underlined directors) as follows:
| (i) | The following table sets out the names and resident registration numbers of the directors and audit committee members of the Spin-off Company. |
| Position |
Name |
Date of Birth |
Business Experience |
Term | ||||
| Representative Director and Standing Director | Jung Ho Park | May 17, 1963 | Representative Director and Vice Chairman, SK hynix Inc. (current) Representative Director and President, SK Telecom Co., Ltd. (current) |
Until the completion of the annual general meeting of shareholders for the third fiscal year following appointment | ||||
| Standing Director | Poong Young Yoon | November 28, 1974 | Head of Corporate Center 1, SK Telecom Co., Ltd. (current) | |||||
| Non-Executive Director | Sung Ha Park | October 4, 1965 | Representative Director and President, SK Inc. (current) | |||||
| Outside Director and Audit Committee Member | Eun Sun Ki | August 30, 1977 | Professor, Division of Business Administration and Accounting, Kangwon National University (current) Member, Corporate Review Committee, KOSDAQ Market Committee, Korea Exchange (current) | |||||
| Seung Gu Park | December 27, 1968 | Head of Korea, BofA Merrill Lynch (former) Head of Seoul Branch, Credit Suisse (former) | ||||||
| Seong Woo Lee | July 25, 1961 | Professor, Dong-A Law School (current) Outside Director, Shinhan Bank (former) | ||||||
| Ho In Kang | December 3, 1957 | Senior Advisor, Yulchon LLC (current) Minister of Land, Infrastructure and Transport (former) |
Article 4, Paragraph (10), Subparagraph (iv) of Exhibit 99.1 to the Original Form 6-K, which stated:
| (iv) | For the first fiscal year, the maximum aggregate remuneration and benefits-in-kind paid to the directors of the Spin-off Company will be limited to Won 2 billion. |
is amended and restated as follows:
| (iv) | The maximum annual aggregate remuneration and benefits-in-kind paid to the directors of the Spin-off Company will be Won 12 billion per year. |
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/ Joongsuk Oh |
| (Signature) |
| Name: Joongsuk Oh |
| Title: Senior Vice President |
Date: June 28, 2021