UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 11, 2019
MagnaChip Semiconductor Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 001-34791 | 83-0406195 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| c/o MagnaChip Semiconductor S.A. 1, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg |
Not Applicable | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (352) 45-62-62
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 | MX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 5.07. | Submission of Matters to a Vote of Security Holders. |
MagnaChip Semiconductor Corporation (the “Company”) held its 2019 Annual Meeting of Stockholders on June 11, 2019. As of the close of business on the record date of April 18, 2019, there were 34,223,502 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The number of shares of the Company’s common stock present at the meeting, in person or by proxy, was 28,925,446, or 84.52% of the outstanding shares entitled to vote.
At the meeting, the following proposals were submitted to a vote of the Company’s stockholders, with the final voting results indicated below:
Proposal 1 – Election of Directors. The Company’s stockholders elected the following six directors to serve until the 2020 Annual Meetings of Stockholders and until their respective successors are elected and qualified.
| For | Withheld | Broker Non-Votes | ||||||||
| Melvin L. Keating |
20,186,084 | 3,522,402 | 5,216,960 | |||||||
| Young-Joon (YJ) Kim |
23,559,103 | 149,383 | 5,216,960 | |||||||
| Ilbok Lee |
20,252,029 | 3,456,457 | 5,216,960 | |||||||
| Camillo Martino |
22,351,594 | 1,356,892 | 5,216,960 | |||||||
| Gary Tanner |
22,358,037 | 1,350,449 | 5,216,960 | |||||||
| Nader Tavakoli |
22,356,667 | 1,351,819 | 5,216,960 | |||||||
Proposal 2 – Advisory Vote on the Compensation of the Named Executive Officers. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2019 proxy materials.
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 23,387,664 | 285,692 | 35,130 | 5,216,960 |
Proposal 3 – Ratification of the Appointment of Samil PricewaterhouseCoopers. The Company’s stockholders ratified the appointment of Samil PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
| For |
Against |
Abstained | ||
| 28,860,417 | 43,244 | 21,785 |
There were no broker non-votes with respect to Proposal 3.
SIGNATURE
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.
| MAGNACHIP SEMICONDUCTOR CORPORATION | ||||||
| Dated: June 17, 2019 | By: | /s/ Theodore Kim | ||||
| Theodore Kim | ||||||
| Chief Compliance Officer, Executive Vice President, General Counsel and Secretary | ||||||