ON Semiconductor updates transition, 2026 vote results
Accepted by SEC EDGAR
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Form Type
8-K
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"
An advisory (non-binding) resolution is a shareholder vote that expresses investors’ opinion or recommendation to a company’s board but does not legally force any action. Think of it as a public poll or suggestion: it can influence management decisions, reputation, and future binding measures because persistent investor opposition often prompts change. Investors watch these votes to gauge corporate governance, potential risks, and whether management is aligned with shareholder priorities.
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"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
