[8-K] Magnachip Semiconductor Corp. Reports Material Event

Rhea-AI Filing Summary

Magnachip Semiconductor (NYSE:MX) filed a Form 8-K reporting the results of its 2025 Annual Meeting held on June 23, 2025.

With 79.21% quorum (28.6 M shares), shareholders re-elected all five directors, gave 77% advisory approval to 2024 executive compensation (16.1 M for / 4.7 M against) and ratified Ernst & Young Han Young as auditor for FY 2025 (28.1 M for / 0.45 M against). No other matters were brought forward.

c/o Magnachip Semiconductor, Ltd. 0001325702 false 0001325702 2025-06-23 2025-06-23

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		MX		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

FAQ

How did MX shareholders vote on director elections at the 2025 Annual Meeting?

All five nominees were re-elected; the highest support was 16.7 M votes (Camillo Martino) versus 4.15 M withheld.

What level of support did MX's executive compensation plan receive in 2025?

The advisory "Say-on-Pay" proposal passed with 16.1 M votes for (77%), 4.69 M against, and 20.2 K abstentions.

Which audit firm will serve MX for fiscal year 2025?

Shareholders ratified Ernst & Young Han Young with 28.1 M votes for, 0.45 M against, and 9,188 abstentions.

What was MX's shareholder meeting quorum in 2025?

28,567,579 shares were present or represented, equal to 79.21% of shares entitled to vote.