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): June 23, 2025

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, Ltd.
15F, 76 Jikji-daero 436beon-gil, Heungdeok-gu
Cheongju-si, Chungcheongbuk-do, 28581, Republic of Korea		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +82 (2) 6903-3000

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

Trading

Symbol

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

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 2025 Annual Meeting of Stockholders (“Annual Meeting”) on June 23, 2025. As of the close of business on the record date of April 24, 2025, there were 36,063,605 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 28,567,579, or 79.21% 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 five directors to serve until the 2026 Annual Meetings of Stockholders and until their respective successors are elected and qualified.


	For	Withheld	Broker Non-Votes
Kyo-Hwa (Liz) Chung	15,201,703	5,652,550	7,713,326
Young-Joon (YJ) Kim	14,836,314	6,017,939	7,713,326
Ilbok Lee	13,153,251	7,701,002	7,713,326
Gilbert Nathan	16,346,400	4,507,853	7,713,326
Camillo Martino	16,699,733	4,154,520	7,713,326

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 2025 proxy materials.


For	Against	Abstained	Broker Non-Votes
16,144,661	4,689,370	20,222	7,713,326

Proposal 3 - Ratification of the Appointment of Ernst & Young Han Young. The Company’s stockholders ratified the appointment of Ernst & Young Han Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.


For	Against	Abstained
28,109,077	449,314	9,188

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: June 26, 2025	By:	/s/ Theodore Kim
		Theodore Kim
		Chief Compliance Officer, General Counsel and Secretary

MAGNACHIP SEMICONDUCTOR Corp 8-K