Magnachip (MX) investors approve equity plan, director slate and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Magnachip Semiconductor Corporation held its 2026 Annual Meeting of Stockholders on June 11, 2026. Stockholders approved an Amended and Restated 2020 Equity and Incentive Compensation Plan that increases by 3,000,000 the shares of common stock authorized for issuance under the plan, and executive officers are eligible to participate.

Four directors were elected to serve until the 2027 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers and ratified the appointment of EY Han Young as independent registered public accounting firm for the fiscal year ending December 31, 2026. A quorum was present, with 24,332,390 shares represented, or 67.18% of the 36,219,100 shares outstanding and entitled to vote as of the record date.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 3,000,000 shares Shares outstanding on record date: 36,219,100 shares Shares present at meeting: 24,332,390 shares +4 more

7 metrics

Equity plan share increase 3,000,000 shares Additional common stock authorized for issuance under Amended and Restated 2020 Equity and Incentive Compensation Plan

Shares outstanding on record date 36,219,100 shares Common stock outstanding and entitled to vote as of April 21, 2026

Shares present at meeting 24,332,390 shares Common stock present in person or by proxy at the 2026 Annual Meeting, representing 67.18% of entitled shares

Meeting quorum percentage 67.18% Portion of outstanding shares entitled to vote that were present at the Annual Meeting

Say-on-pay votes for 14,602,034 shares Votes in favor of named executive officer compensation on an advisory basis

Auditor ratification votes for 22,467,959 shares Votes in favor of ratifying EY Han Young as independent registered public accounting firm for fiscal 2026

Equity plan approval votes for 13,328,072 shares Votes in favor of the Amended and Restated 2020 Equity and Incentive Compensation Plan

Key Terms

Amended and Restated 2020 Equity and Incentive Compensation Plan, advisory vote, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Amended and Restated 2020 Equity and Incentive Compensation Plan financial

"stockholders of the Company approved the Company’s Amended and Restated 2020 Equity and Incentive Compensation Plan"

advisory vote financial

"Proposal 2 – Advisory Vote on the Compensation of the Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

broker non-votes financial

"For | Against | Abstained | Broker Non-Votes 14,602,034 | 2,791,527 | 146,935 | 6,791,894"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of EY Han Young as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Definitive Proxy Statement on Schedule 14A regulatory

"set forth under the caption “Proposal Four” in the Company’s Definitive Proxy Statement on Schedule 14A"

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Understanding 8-K Material Events →

06/17/2026 - 06:30 AM

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 11, 2026

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 11, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Magnachip Semiconductor Corporation (the “Company”), the stockholders of the Company approved the Company’s Amended and Restated 2020 Equity and Incentive Compensation Plan (the “Plan”) that provides for an increase of 3,000,000 shares of the Company’s common stock authorized for issuance thereunder. The Company’s executive officers are eligible to participate in the Plan. On April 29, 2026, the Company’s Board of Directors approved the amendment and restatement of the Plan, subject to the approval of the Company’s stockholders at the Annual Meeting.

A summary of the material terms of the Plan is set forth under the caption “Proposal Four: Approval of our Amended and Restated 2020 Equity and Incentive Compensation Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026. That summary and the above description of the Plan do not purport to be complete and are qualified in their entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 11, 2026. As of the close of business on the record date of April 21, 2026, there were 36,219,100 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 24,332,390, or 67.18% 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 four directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified.


	For	Withheld	Broker Non-Votes
Camillo Martino	17,042,221	498,275	6,791,894
Gilbert Nathan	15,489,634	2,050,862	6,791,894
Cristiano Amoruso	17,050,708	489,788	6,791,894
Kyo-Hwa (Liz) Chung	15,685,921	1,854,575	6,791,894

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 2026 proxy materials.


For	Against	Abstained	Broker Non-Votes
14,602,034	2,791,527	146,935	6,791,894

Proposal 3 – Ratification of the Appointment of EY Han Young. The Company’s stockholders ratified the appointment of EY Han Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.


For	Against	Abstained
22,467,959	1,175,489	688,942

There were no broker non-votes with respect to Proposal 3.

Proposal 4 – Approval of Amended and Restated 2020 Equity and Incentive Compensation Plan. The Company’s stockholders approved the Company's Amended and Restated 2020 Equity and Incentive Compensation Plan.


For	Against	Abstained	Broker Non-Votes
13,328,072	4,058,795	153,629	6,791,894

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:



Exhibit No.		Description

10.1		Amended and Restated 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A filed with the Commission on April 30, 2026).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 17, 2026	By:	/s/ Shinyoung Park
		Shinyoung Park
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Magnachip Semiconductor (MX) stockholders approve at the 2026 Annual Meeting?

Stockholders approved the Amended and Restated 2020 Equity and Incentive Compensation Plan, adding 3,000,000 shares authorized for issuance. They also elected four directors, approved executive compensation on an advisory basis, and ratified EY Han Young as independent auditor for the 2026 fiscal year.

How many Magnachip (MX) shares were eligible and present for the 2026 Annual Meeting vote?

As of the April 21, 2026 record date, 36,219,100 common shares were outstanding and entitled to vote. At the meeting, 24,332,390 shares were present in person or by proxy, representing 67.18% of the outstanding voting power for all proposals.

Which directors were elected at Magnachip Semiconductor’s 2026 Annual Meeting?

Stockholders elected Camillo Martino, Gilbert Nathan, Cristiano Amoruso, and Kyo-Hwa (Liz) Chung to serve as directors until the 2027 Annual Meeting. Each director will serve until that meeting and until a successor is elected and qualified, based on the vote totals disclosed.

How did Magnachip (MX) stockholders vote on executive compensation in 2026?

On an advisory basis, 14,602,034 shares voted for the named executive officers’ compensation, 2,791,527 voted against, and 146,935 abstained. There were 6,791,894 broker non-votes, and the compensation described in the 2026 proxy materials was approved by stockholders.

Which auditor did Magnachip Semiconductor (MX) stockholders ratify for fiscal 2026?

Stockholders ratified EY Han Young as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totals were 22,467,959 shares for, 1,175,489 against, and 688,942 abstaining, with no broker non-votes on this proposal.

What were the voting results for Magnachip’s amended 2020 equity plan?

For the Amended and Restated 2020 Equity and Incentive Compensation Plan, 13,328,072 shares voted for, 4,058,795 against, and 153,629 abstained. There were 6,791,894 broker non-votes. The plan increases shares of common stock authorized for issuance under the company’s equity program by 3,000,000.

Filing Exhibits & Attachments

1 document