ON SEMICONDUCTOR CORP 8-K

What Happened

• ON Semiconductor (onsemi) filed an 8-K (May 18, 2026) disclosing that Simon Keeton, former Group President, Power Solutions Group, stepped down from officer roles effective March 9, 2026. His final day of full employment was originally expected to be June 30, 2026, but was extended to September 30, 2026 to support an orderly transition.
• The company held its 2026 Annual Meeting of Stockholders on May 14, 2026 and reported final vote tallies for director elections, the advisory vote on executive compensation, auditor ratification, and a stockholder proposal on simple majority voting.

Key Details

• Director elections (one-year terms): all seven nominees were elected. Examples of vote totals:
  • Hassane El‑Khoury: 340,627,665 For / 1,064,027 Against (plus 19,260,396 broker non‑votes)
  • Paul A. Mascarenas: 316,236,898 For / 25,196,264 Against (plus 19,260,396 broker non‑votes)
  • Christine Y. Yan: 315,466,839 For / 26,206,130 Against (plus 19,260,396 broker non‑votes)
• Advisory (non‑binding) “say‑on‑pay” vote: 320,342,318 For / 21,118,000 Against / 339,418 Abstentions (19,260,396 broker non‑votes).
• Auditor ratification: PricewaterhouseCoopers LLP was ratified as auditor for 2026 with 337,232,526 For / 23,674,928 Against / 152,678 Abstentions.
• Stockholder proposal on simple majority voting was approved: 333,533,083 For / 3,866,836 Against / 3,308,903 Abstentions (20,351,310 broker non‑votes).

Why It Matters

• Leadership: The stepped‑down Group President for Power Solutions will remain through September 30, 2026 to aid transition, which matters for continuity in a key business unit that can affect product roadmaps and customer relationships.
• Governance and investor signals: Board nominees were re‑elected, but some directors received notable dissent (tens of millions of votes Against). The say‑on‑pay vote attracted over 21 million Against votes, indicating meaningful shareholder scrutiny of executive compensation. Approval of the simple majority voting proposal may change future corporate voting thresholds.
• Audit continuity: Ratification of PwC maintains the company’s established external auditor for 2026.

(Information drawn from ON Semiconductor’s definitive proxy filed April 2, 2026 and the Form 8‑K filed May 18, 2026.)