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): May 30, 2012

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., 74, rue de Merl,
B.P. 709, L-2017 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 5.07	Submission of Matters to a Vote of Security Holders.	
MagnaChip Semiconductor Corporation (the “Company”) held its 2012 Annual Meeting of Stockholders on May 30, 2012. On the record date of April 12, 2012, there were 36,880,879 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The number of shares of common stock present at the meeting, in person or by proxy, was 34,887,795, or 94.59% of the outstanding shares.
At the meeting, the following proposals were submitted to a vote of our stockholders, with the final voting results indicated below:
Proposal 1 – Election of Directors. Our stockholders elected the following two Class I directors to hold office for a term of three years and until their respective successors are duly elected and qualified.

 	  	For	 	  	Withheld	 	  	Broker Non-Votes	 	
Ilbok Lee	  	 	32,483,081	  	  	 	378,140	  	  	 	2,026,574	  	
R. Douglas Norby	  	 	31,631,446	  	  	 	1,229,775	  	  	 	2,026,574	  	
Proposal 2 – Advisory Vote on Compensation of Named Executive Officers. Our stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in the Company’s 2012 proxy materials.

For	  	Against	  	Abstained	  	Broker Non-Votes	
32,524,966	  	325,228	  	11,027	  	2,026,574	
Proposal 3 – Advisory Vote on the Frequency of the Stockholder Vote on Executive Compensation. Our stockholders voted, on an advisory basis, regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers. “3 Years” received the most votes.

1 Year	  	2 Years	  	3 Years	  	Abstained	  	Broker Non-Votes	
7,181,134	  	93,885	  	25,480,387	  	105,815	  	2,026,574	
Consistent with these results, on June 4, 2012, the Company’s board of directors determined that a stockholder vote on the compensation of the Company’s named executive officers shall occur with the frequency of every three years until the next required advisory vote on the frequency of future advisory votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2018.
Proposal 4 – Ratification of the Appointment of Samil PricewaterhouseCoopers. Our stockholders ratified the appointment of Samil PricewaterhouseCoopers as our independent registered public accounting firm for our fiscal year ending December 31, 2012.

For	  	Against	  	Abstained	
34,872,290	  	9,247	  	6,258	
There were no broker non-votes with respect to Proposal 4.

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 4, 2012	 	By:	 	/s/ John McFarland	
 	 	 	 	John McFarland	
 	 	 	 	Executive Vice President, General Counsel and Secretary