ON Semiconductor (NASDAQ: ON) extends executive transition and details 2026 vote outcomes

Rhea-AI Filing Summary

ON Semiconductor Corporation reported results of its 2026 annual stockholder meeting and updated the timing of an executive transition. The company extended former Group President, Power Solutions Group, Simon Keeton’s last day of employment to September 30, 2026 to support an orderly handover.

Stockholders elected seven directors to one‑year terms, including CEO Hassane El‑Khoury, who received 340,627,665 votes for. They also approved onsemi’s named executive officer compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as independent auditor for 2026, and passed a stockholder proposal adopting simple majority voting.

8-K Event Classification

2 items: 5.02, 5.07

2 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.

Key Figures

Extended employment end date: September 30, 2026 Number of directors elected: 7 directors Say-on-pay votes for: 320,342,318 votes +3 more

6 metrics

Extended employment end date September 30, 2026 Final day of employment for former Group President Simon Keeton

Number of directors elected 7 directors Elected for one-year terms at the 2026 annual meeting

Say-on-pay votes for 320,342,318 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 337,232,526 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Simple majority proposal votes for 333,533,083 votes Approval of stockholder proposal regarding simple majority voting

Votes for CEO Hassane El-Khoury 340,627,665 votes Director election support at 2026 annual meeting

Key Terms

advisory (non-binding) resolution, independent registered public accounting firm, broker non-votes, simple majority voting, +1 more

5 terms

advisory (non-binding) resolution financial

"The Company’s stockholders approved the advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

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.

broker non-votes financial

"Votes For | | Votes Against | | Abstentions | | Broker Non-Votes 320,342,318 | | 21,118,000 | | 339,418 | | 19,260,396"

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.

simple majority voting financial

"The Company’s stockholders approved the stockholder proposal regarding simple majority voting, as set forth below"

Annual Meeting of Stockholders financial

"The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 14, 2026"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 14, 2026

Date of Report (Date of earliest event reported)

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)  

Delaware		001-39317		36-3840979
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

ON Semiconductor Corporation 5701 N. Pima Road Scottsdale, Arizona		85250
(Address of principal executive offices)		(Zip Code)

(602) 244-6600

(Registrant’s telephone number, including area code)  

(Former name or former address, if changed since last report.)

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(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ON		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

(b) As previously disclosed by ON Semiconductor Corporation (the “Company” and, together with its affiliates, “onsemi”), Simon Keeton, the former Group President, Power Solutions Group, of onsemi, stepped down from all officer positions with onsemi effective March 9, 2026, as mutually agreed between the parties. Mr. Keeton’s final day of full employment with onsemi was ​expected to be June 30, 2026; however, on May 14, 2026, onsemi and Mr. Keeton agreed to extend his last day of employment to September 30, 2026, in order to support an orderly transition to his successor.

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

(a) The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 14, 2026. The proposals submitted to the stockholders of the Company at the Annual Meeting and the final voting results for each are set forth below. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026.

(b) Proposal No. 1. The Company’s stockholders elected seven directors of the Company, each for a one-year term expiring at the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, or until the earlier time of their death, resignation or removal, as set forth below:

Name		Votes For		Votes Against		Abstentions		Broker Non-Votes
Susan K. Carter		329,795,834		11,686,093		317,809		19,260,396
Thomas L. Deitrich		327,348,905		14,326,260		124,571		19,260,396
Hassane El-Khoury		340,627,665		1,064,027		108,044		19,260,396
Bruce E. Kiddoo		325,217,404		16,200,456		381,876		19,260,396
Paul A. Mascarenas		316,236,898		25,196,264		366,574		19,260,396
Gregory L. Waters		335,736,767		5,941,716		121,253		19,260,396
Christine Y. Yan		315,466,839		26,206,130		126,767		19,260,396

Proposal No. 2. The Company’s stockholders approved the advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers, as set forth below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
320,342,318		21,118,000		339,418		19,260,396

Proposal No. 3. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, as set forth below:

Votes For		Votes Against		Abstentions
337,232,526		23,674,928		152,678

Proposal No. 4. The Company’s stockholders approved the stockholder proposal regarding simple majority voting, as set forth below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
333,533,083		3,866,836		3,308,903		20,351,310

SIGNATURES

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.

		ON SEMICONDUCTOR CORPORATION (Registrant)
Date: May 18, 2026	By:	/s/ Paul Dutton
		Paul Dutton Senior Vice President, Chief Legal Officer and Secretary

FAQ

What executive leadership change did ON (ON Semiconductor) disclose in this 8-K?

ON Semiconductor extended former Group President Simon Keeton’s employment through September 30, 2026. His original final day was expected to be June 30, 2026, and the extension is intended to support an orderly transition to his successor.

How many directors were elected at ON’s 2026 annual stockholder meeting?

ON stockholders elected seven directors to one‑year terms expiring at the 2027 annual meeting. Each will serve until a successor is duly elected and qualified or until earlier death, resignation, or removal, consistent with the company’s governance framework.

Did ON (ON Semiconductor) stockholders approve executive compensation in 2026?

Yes. ON stockholders approved the advisory, non‑binding resolution on named executive officer compensation with 320,342,318 votes for, 21,118,000 against, and 339,418 abstentions, alongside 19,260,396 broker non‑votes recorded in the tally.

Which auditor did ON stockholders ratify for the year ending December 31, 2026?

ON stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 337,232,526 votes for, 23,674,928 against, and 152,678 abstentions at the annual meeting.

What was the outcome of the simple majority voting proposal at ON’s 2026 meeting?

Stockholders approved the simple majority voting stockholder proposal, with 333,533,083 votes for, 3,866,836 against, 3,308,903 abstentions, and 20,351,310 broker non‑votes, indicating support for adopting a simple majority standard on specified voting matters.

How did ON (ON Semiconductor) CEO Hassane El-Khoury fare in the director election?

CEO Hassane El‑Khoury received strong support, with 340,627,665 votes for, 1,064,027 against, and 108,044 abstentions, plus 19,260,396 broker non‑votes, securing his election to the board for a one‑year term.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB