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): August 17, 2015
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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
Effective August 17, 2015, the Board of Directors of MagnaChip Semiconductor Corporation (the “Company”) appointed Gary Tanner as a Class II director of the Company, to serve until his successor has been duly elected and qualified or until his earlier resignation or removal. Mr. Tanner’s appointment fills a vacancy on the Company’s Board of Directors (the “Board”) created as a result of the Board increasing the number of directors on the Board to eight directors from seven directors. Mr. Tanner has been named to the Strategic Review Committee of the Board and is expected to be named to the Audit Committee of the Board.
In connection with Mr. Tanner’s appointment as a director, Mr. Tanner has been granted the following equity awards under the Company’s 2011 Equity Incentive Plan (the “Plan”): (i) a one-time option to purchase 13,902 shares of the Company’s common stock at an exercise price per share equal to $9.21 (which was the fair market value of a share of the Company’s common stock on the date of grant as determined in accordance with the Plan), which will vest 100% in full on June 15, 2016, and (ii) a one-time restricted stock unit award for 5,408 shares of the Company’s common stock, which will vest 100% in full on June 15, 2016. Mr. Tanner will be further compensated for his service as a director in accordance with the Company’s director compensation policy.
| Item 7.01. | Regulation FD Disclosure. |
On August 20, 2015, the Company issued a press release announcing Mr. Tanner’s appointment to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibit is furnished as part of this report:
| Exhibit No. |
Description | |
| 99.1 | Press release for MagnaChip Semiconductor Corporation dated August 20, 2015, announcing the appointment of Gary Tanner as a director. | |
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: August 20, 2015 | By: | /s/ Theodore Kim | ||||
| Theodore Kim | ||||||
| Chief Compliance Officer, Executive Vice President, General Counsel and Secretary | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release for MagnaChip Semiconductor Corporation dated August 20, 2015, announcing the appointment of Gary Tanner as a director. | |
Exhibit 99.1
MagnaChip Appoints Gary Tanner as Director
SEOUL, South Korea and SAN JOSE, Calif., August 20, 2015 — MagnaChip Semiconductor Corporation (“MagnaChip”) (NYSE: MX), a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, announced the appointment of Gary Tanner to its Board of Directors. Mr. Tanner’s appointment became effective on August 17, 2015. Mr. Tanner’s appointment fills a vacancy on MagnaChip’s Board of Directors created as a result of the Board increasing the number of directors on the Board to eight directors from seven directors.
Mr. Tanner served as Executive Vice President and Chief Operations Officer of International Rectifier Corporation from January 2013 to July 2015. Mr. Tanner also served as a Director of STATS ChipPac from September 2012 to July 2015. Mr. Tanner previously served as Director, Chief Executive Officer and President of Zarlink Semiconductor, Inc. until it was acquired by Microsemi Corporation in October 2011. Before joining Zarlink in 2007, Mr. Tanner was Vice President of Operations of Legerity, Inc. from 2002 to 2007. During his tenure with Intel Corporation from 1993 to 2002, Mr. Tanner held various management positions managing multiple domestic and international locations. Prior to joining Intel in 1993, Mr. Tanner held various management roles in fab operations at National Semiconductor, Texas Instruments and NCR Corporation.
“We are delighted to appoint Gary Tanner to MagnaChip’s Board of Directors,” said Doug Norby, MagnaChip’s non-executive chairman of the board. “Gary’s global experience and expertise in the semiconductor industry will be a great asset and will enable him to become a valuable contributor to MagnaChip.”
About MagnaChip Semiconductor Corporation
Headquartered in South Korea, MagnaChip is a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products for high-volume consumer applications. MagnaChip believes it has one of the broadest and deepest ranges of analog and mixed-signal semiconductor platforms in the industry, supported by its 30-year operating history, a large portfolio of registered and pending patents, and extensive engineering 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: Robert Pursel Director of Investor Relations Tel. +1-408-625-1262 robert.pursel@magnachip.com |
In Korea: Chankeun Park Senior Manager, Public Relations Tel. +82-2-6903-3195 chankeun.park@magnachip.com | |
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