MAGNACHIP SEMICONDUCTOR Corp false 0001325702 0001325702 2022-04-21 2022-04-21 0001325702 us-gaap:CommonStockMember 2022-04-21 2022-04-21 0001325702 us-gaap:PreferredStockMember 2022-04-21 2022-04-21





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 21, 2022



Magnachip Semiconductor Corporation

(Exact name of Registrant as specified in its charter)




Delaware   001-34791   83-0406195

(State or Other Jurisdiction

of Incorporation)



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




Name of each exchange
on which registered

Common Stock, par value $0.01 per share   MX   New York Stock Exchange
Preferred Stock Purchase Rights   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.

The Company held its 2022 Annual Meeting of Stockholders on April 21, 2022. As of the close of business on the record date of March 15, 2022, there were 44,894,385 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 35,138,963, or 78.27% 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 2023 Annual Meetings of Stockholders and until their respective successors are elected and qualified.


     For      Withheld      Broker Non-

Camillo Martino

     24,839,877        1,466,889        8,832,197  

Kyo-Hwa (Liz) Chung

     24,968,208        1,338,558        8,832,197  

Melvin L. Keating

     22,054,886        4,251,880        8,832,197  

Young-Joon (YJ) Kim

     24,971,845        1,334,921        8,832,197  

Ilbok Lee

     22,943,219        3,363,547        8,832,197  

Gary Tanner

     22,160,173        4,146,593        8,832,197  

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 2022 proxy materials.


For    Against    Abstained    Broker Non-Votes
24,785,787    811,708    709,271    8,832,197

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, 2022.


For    Against    Abstained
34,720,547    404,794    13,622

There were no broker non-votes with respect to Proposal 3.


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.


Dated: April 25, 2022     By:  

/s/ Theodore Kim

      Theodore Kim  
      Chief Compliance Officer, Executive Vice President, General Counsel and Secretary