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 11, 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 5.07.	Submission of Matters to a Vote of Security Holders.	
MagnaChip Semiconductor Corporation (the “Company”) held its 2015 Annual Meeting of Stockholders on August 11, 2015. As of the close of business on the record date of July 17, 2015, there were 34,561,468 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 31,704,805, or 91.7% of the outstanding shares.
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 two Class I directors and three Class III directors to serve until the 2018 and 2017 Annual Meetings of Stockholders, respectively, and until their respective successors are elected and qualified.
Class I Directors:

 	  	For	  	Withheld	  	Broker Non-Votes	
R. Douglas Norby	  	16,579,983	  	12,739,625	  	2,385,197	
Ilbok Lee	  	16,787,654	  	12,531,954	  	2,385,197	
Class III Directors:

 	  	For	  	Withheld	  	Broker Non-Votes	
Michael Elkins	  	16,675,106	  	12,644,502	  	2,385,197	
Young-Joon Kim	  	17,665,653	  	11,653,955	  	2,385,197	
Brian Mulhern	  	16,756,714	  	12,562,894	  	2,385,197	
Proposal 2 – Advisory Vote to Approve Compensation of 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 2015 proxy materials.

For	  	Against	  	Abstained	  	Broker Non-Votes	
28,387,493	  	925,456	  	6,659	  	2,385,197	
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, 2015.

For	  	Against	  	Abstained	
31,666,371	  	33,316	  	5,118	
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: August 13, 2015	 	 	 	By:	 	/s/ Theodore Kim	
 	 	 	 	 	 	Theodore Kim	
 	 	 	 	 	 	Chief Compliance Officer, Executive Vice President, General Counsel and Secretary