UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On December 29, 2021, Young Soo Woo, Chief Financial Officer of Magnachip Semiconductor Corporation (the “Company”), resigned from the position of Chief Financial Officer, to be effective at the end of December 31, 2021. Dr. Woo also resigned his position as Chief Financial Officer of Magnachip Semiconductor, Ltd., the Korean operating subsidiary of the Company (“MSK”) and any other officer or director positions held by him as of such time and date. Dr. Woo’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, accounting or other policies, or practices.
(c) The Board of Directors of the Company (the “Board”) has appointed Shinyoung Park as Chief Financial Officer of the Company, to be effective as of January 1, 2022. Ms. Park is currently the Company’s Chief Accounting Officer, and will continue to serve as the Company’s principal accounting officer as well as its principal financial officer.
Ms. Park, 41, joined the Company in April 2014, and has been serving as the Company’s Chief Accounting Officer since March 2020, and previous to such appointment served as Corporate Controller from November 2018 to February 2020. Prior to that, she served as the SEC Reporting and Accounting Director from April 2015 to October 2018. Prior to joining the Company, Ms. Park held various senior advisory and audit service positions for 10 years with Deloitte in three different locations – Chicago, Illinois, Seoul, Korea, and London, U.K. Ms. Park holds a B.A. degree in business administration from Sogang University, Seoul, Korea, and a Master’s degree in hospitality industry studies from New York University.
There are no arrangements or understandings between Ms. Park and any other person pursuant to which she was appointed, nor are there are any family relationships between Ms. Park and any of the Company’s directors or other executive officers. Ms. Park does not have any material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(e) In connection with Dr. Woo’s resignation and termination of his executive service agreement with the Company and MSK, Dr. Woo, the Company and MSK entered into a separation agreement dated as of December 29, 2021 (the “Separation Agreement”), pursuant to which the Company has agreed to the following: (i) the Company will pay Dr. Woo a cash severance payment equal to six times his monthly base salary, payable ratably over a period of six months after the separation date (with the first payment being paid two months after the separation date), together with any annual bonus earned for calendar year 2021, and (ii) any outstanding unvested equity awards held by Dr. Woo will be treated in accordance with the terms set forth in the Company’s applicable equity incentive plan and the applicable award agreements, solely for the purpose of this clause (ii), as if Dr. Woo’s separation was deemed to be “termination without Cause” rather than “resignation without Good Reason” under the applicable equity incentive plan and such award agreements (collectively, the “Separation Benefits”). The Separation Benefits are contingent on the execution and non-revocation of the Release of Claims (defined below) and Dr. Woo’s compliance with all other terms of his Confidentiality Agreement and Proprietary Information and Invention Assignment Agreement, the Separation Agreement and Release of Claims.
In connection with the Separation Agreement, Dr. Woo also entered into a release with the Company and MSK whereby Dr. Woo released all claims he may have against the Company, MSK or their respective affiliates, subsidiaries, representatives and other related parties in exchange for the Separation Benefits and the other applicable severance benefits set forth in the Separation Agreement (the “Release of Claims”).
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is field as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On January 3, 2022, the Company issued a press release announcing the resignation and appointment described in Item 5.02 of this Form 8-K. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
The information set forth under this Item 7.01 and in Exhibit 99.1 is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Separation Agreement, dated as of December 29, 2021, by and among the Company, MSK and Young Soo Woo. | |
| 99.1 | Press Release issued by the Company on January 3, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Date: January 3, 2022 | MAGNACHIP SEMICONDUCTOR CORPORATION | |||
| By: | /s/ Theodore Kim | |||
| Name: | Theodore Kim | |||
| Title: | Chief Compliance Officer, General Counsel and Secretary | |||
Exhibit 10.1
December 29, 2021
Via Hand Delivery
Dr. Young Soo Woo
101-204
Koduk-ro 333, Kangdong-gu
Seoul, Korea
Re: Separation Agreement
Dear Dr. Woo:
This letter agreement (this “Separation Agreement”) confirms our mutual understanding regarding your resignation from the position of Chief Financial Officer of Magnachip Semiconductor Corporation, a Delaware corporation (“MSC”), and of Magnachip Semiconductor, Ltd., a Korean yuhan hoesa (“MSK”), and from all other positions with each direct and indirect subsidiaries of MSC, effective as of 11:59 p.m. on December 31, 2021 (the “Resignation Date”). MSC and all of its direct and indirect subsidiaries are collectively referred to herein as the “Company”.
1. Incorporation by Reference. Reference is made to that certain Executive Service Agreement by and between you, on the one hand, and MSC and MSK, on the other hand, entered into as of May 25, 2020 (the “Service Agreement”). If any provision contained in the Service Agreement conflicts with any provision in this Separation Agreement, the provision contained in this Separation Agreement shall govern and control. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Service Agreement.
2. Voluntary Resignation. By signing below, you hereby voluntarily resign from the position of Chief Financial Officer of MSC and MSK and from all other positions with each direct and indirect subsidiaries of MSC, effective as of 11:59 p.m. on the Resignation Date. Notwithstanding anything to the contrary provided in the Service Agreement or otherwise, your resignation shall be deemed to be voluntary pursuant to Section 4(a)(vi) (Resignation without Good Reason).
3. Severance Benefit. The Company is offering, and you have accepted, the following benefits (collectively, the “Severance Benefit”) in exchange for your execution of this Separation Agreement and the release of claims contained herein and in Exhibit A attached hereto (the “Release of Claims”):
(a) Separation Payment. You will receive cash severance payment equal to six (6) times your currently effective monthly base salary, which will be paid in installments as follows: (i) KRW 56,668,000 on February 25, 2021; (i) KRW 28,334,000 on March 25, 2021; (i) KRW 28,334,000 on April 25, 2021; (i) KRW 28,334,000 on May 25, 2021; and (i) KRW 28,334,000 on June 24, 2021. You will also be entitled to receive the Annual Bonus applicable to the calendar year 2021, based on actual performance achievement for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. The payments set forth in this Section 3(a) are collectively referred to herein as the “Separation Payment”.
Magnachip Semiconductor, VPLEX 15F, 501 Teheran-ro, Gangnam-gu, Seoul, South Korea 06168
(b) Equity Compensation. During your engagement with the Company, you have been granted equity awards (“Equity Awards”) under the terms of the MagnaChip Semiconductor Corporation 2011 Equity Incentive Plan (the “2011 Equity Plan”) or the Magnachip Semiconductor Corporation 2020 Equity and Incentive Compensation Plan (together with the 2011 Equity Plan, the “Equity Plan”). Any Equity Awards that are outstanding under the Equity Plan will be treated in accordance with the terms of the Equity Plan and the applicable award agreements; provided, however, that for purposes of this Section 3(b) only, your separation shall be deemed to constitute “termination without Cause” rather than “resignation without Good Reason” under the Equity Plan and such award agreements.
(c) Notwithstanding anything herein or in the Service Agreement to the contrary, the Severance Benefit (including the Separation Payment) to be provided to you shall be contingent upon and subject to:
(i) your execution and non-revocation of the Release of Claims and your satisfaction of the conditions under the Release of Claims;
(ii) your compliance with all of the terms of the Confidentiality Agreement and Proprietary Information and Invention Assignment Agreement, both of which are dated as of May 25, 2020, except as superseded by this Separation Agreement; and
(iii) your compliance with all the terms of this Separation Agreement, including Section 4 below (and by reference, Sections 6, 7, 8 and 10 of the Service Agreement).
(d) Taxes. The Company shall withhold taxes as required by applicable law. You shall be responsible for filing applicable tax returns and paying applicable taxes to the relevant tax authorities in connection with the receipt of the Severance Benefit described above.
(e) Payment of Benefits and Compensation. You agree that, except as otherwise provided herein, you have been paid all benefits and compensation (including any equity based compensation) owed to you by the Company (or its parent company, as applicable) and are not entitled to any additional severance, wages, salary, benefits, equity, options, bonuses, incentive compensation, allowances, or other remuneration from the Company. For the avoidances of doubt, you acknowledge that any payment or benefits you were entitled pursuant to the Service Agreement have been duly voided between you and the Company prior to the Resignation Date, and you shall not claim that the aforementioned payment or benefits have not been provided by the Company.
(f) The Company’s Waiver of Notice. The Company hereby waives the 30-day notice requirement set forth in Section 4(b) of the Service Agreement in connection with your resignation pursuant to this Separation Agreement.
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4. Covenants. Sections 6 (Non-Competition; Non-Solicitation; Non-Hire), 7 (Non-Disclosure of Confidential Information; Non-Disparagement; Intellectual Property), 8 (Injunctive Relief) and 10 (Cooperation) of the Service Agreement are hereby incorporated hereinto by reference. You hereby confirm the validity and effectiveness of such provisions and agree to comply with them.
5. Entire Agreement. This Separation Agreement, the Release of Claims and the Service Agreement (and the Confidentiality Agreement and the Proprietary Information and Invention Assignment Agreement referenced in this Separation Agreement) constitute the entire agreement and understanding between you and the Company with respect to the subject matter hereof and supersede all prior agreements, policies and understandings (whether written or oral), between you and the Company, relating to such subject matter (including, without limitation, any oral promise to retain you as a consultant for any period following your termination of engagement and provide payments or benefits in connection therewith).
6. General. Sections 13 (Assignment and Successors), 14 (Governing Law), 15 (Validity), 16 (Notices), 17 (Counterparts), 19 (Amendments; Waivers), 20 (No Inconsistent Actions), 21 (Construction), 22 (Dispute Resolution), 23 (Enforcement), 24 (Withholding), 25 (Clawback) and 27 (Representations) of the Service Agreement are hereby incorporated hereinto by reference, provided that those sections shall apply pari passu to this Separation Agreement as if the term “Agreement” were replaced with the term “Separation Agreement”.
[Remainder of page internationally left blank, Signature page follows.]
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Please confirm your agreement with the foregoing by signing and returning one copy of this Separation Agreement to the undersigned, whereupon this Separation Agreement shall become a binding agreement between you and the Company.
| Very truly yours, | ||
| MAGNACHIP SEMICONDUCTOR CORP. | ||
| By: | /s/ Young-Joon Kim | |
| Name: | Young-Joon Kim | |
| Title: | Chief Executive Officer | |
| MAGNACHIP SEMICONDUCTOR, LTD. | ||
| By: | /s/ Young-Joon Kim | |
| Name: | Young-Joon Kim | |
| Title: | Representative Director | |
| Accepted and agreed as of the date first written above: | ||
| Young Soo Woo | ||
| By: | /s/ Young Soo Woo | |
| Name: Young Soo Woo | ||
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EXHIBIT A
RELEASE OF CLAIMS
As used in this Release of Claims (this “Release of Claims”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release of Claims will have the respective meanings ascribed to them in the Separation Agreement dated December 29, 2021, among Magnachip Semiconductor Corporation, MagnaChip Semiconductor, Ltd. and the undersigned (the “Separation Agreement”).
For and in consideration of the Severance Benefit and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives and assigns, hereby agree to release and forever discharge the Company and all of their respective predecessors, successors, affiliates, subsidiaries, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to or in any other way involving in any manner whatsoever my executive service to, or employment by, the Company or the termination thereof, including any and all claims arising under federal, state or local laws of the United States of America or under national, provincial or local laws of the Republic of Korea (as well as any applicable foreign jurisdictions) relating to executive service or employment, including claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs. I agree further that this Release of Claims may be pleaded as a full defense to any action, suit, arbitration or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by me or my descendants, dependents, heirs, executors, administrators or assigns. By signing this Release of Claims, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws.
I acknowledge and agree that as of the date I execute this Release of Claims (the “Release Effective Date”), I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Company Releasees before any local, state, federal or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law, and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. Further, I understand that, by executing this Release of Claims, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees.
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Notwithstanding the generality of the foregoing, I do not release (i) claims to receive the Severance Benefit, including the Separation Payment, in accordance with the Separation Agreement, (ii) claims for indemnification arising under any applicable indemnification obligation of the Company or (iii) claims that cannot be waived by law.
I hereby agree to waive any and all claims to re-engagement or re-employment with the Company and affirmatively agree not to seek further employment with the Company.
The provisions of this Release of Claims will be binding upon my heirs, executors, administrators, legal representatives and assigns. If any provision of this Release of Claims will be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release of Claims.
This Release of Claims will be governed in accordance with the laws of the Republic of Korea, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release of Claims or claim of breach hereof will be brought exclusively in the courts in the Republic of Korea.
| /s/ Young Soo Woo |
| Young Soo Woo |
| Dec. 29, 2021 |
| Date |
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Exhibit 99.1
Magnachip Semiconductor Names Ms. Shinyoung Park as Chief Financial Officer
SEOUL, South Korea, January 3, 2022 — Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX) announced today that Ms. Shinyoung Park has been promoted to Chief Financial Officer, effective as of January 1, 2022. Ms. Park succeeds Dr. Young Soo Woo, who stepped down from the position effective as of the end of December 31, 2021.
Ms. Park joined Magnachip in 2014 and served as Chief Accounting Officer from March 2020 to December 2021. She previously served as Corporate Controller from November 2018 to February 2020. Prior to joining Magnachip, Ms. Park held various senior advisory and audit service positions for 10 years with Deloitte in three different locations—Chicago, Illinois, Seoul, South Korea, and London, U.K. Ms. Park holds a B.A. degree in business administration from Sogang University, Seoul, Korea, and a Master’s degree in hospitality industry studies from New York University.
“I am excited to announce Shinyoung’s appointment, which is also a testament to the breadth of leadership within our organization, as well as our mission of empowering talented individuals,” said YJ Kim, Magnachip’s Chief Executive Officer. “Shinyoung has long been a valued member of our executive team, who played a critical role in building the strong finance and accounting team we currently have at Magnachip. We believe her extensive experience with the company, comprehensive understating of our operational disciplines, and expertise in finance and accounting matters will be instrumental to Magnachip as we continue executing our plan for sustainable and profitable growth and focusing on delivering long-term values.”
YJ Kim commented, “On behalf of the Board of Directors and the entire management team, I would like to thank Young Soo for the contributions he has made to Magnachip during his tenure. We wish him the best in his future endeavors.”
About Magnachip Semiconductor Corporation
Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.
CONTACTS:
In the United States:
So-Yeon Jeong
Jeong Consulting
Tel. +1-408-712-6151
investor.relations@magnachip.com
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