ON Semiconductor Corp. DEF 14A Filing

Ticker: ON · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 1097864

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance, ON Semiconductor

TL;DR

<b>ON Semiconductor Corp. files its 2023 Definitive Proxy Statement.</b>

AI Summary

ON SEMICONDUCTOR CORP (ON) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. The filing is a Definitive Proxy Statement (DEF 14A) for ON Semiconductor Corp. The report covers the fiscal year ending December 31, 2023. The filing was made on April 4, 2024. The company's principal executive offices are located in Scottsdale, AZ. The filing includes details on executive compensation and equity awards.

Why It Matters

For investors and stakeholders tracking ON SEMICONDUCTOR CORP, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director nominations, and other corporate governance matters for the fiscal year 2023. Shareholders can use this document to make informed voting decisions on proposals presented at the upcoming annual meeting.

Risk Assessment

Risk Level: low — ON SEMICONDUCTOR CORP shows low risk based on this filing. The risk is low as this is a standard DEF 14A filing, which is a routine disclosure for publicly traded companies.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand potential impacts on company strategy and governance.

Key Numbers

Key Players & Entities

FAQ

When did ON SEMICONDUCTOR CORP file this DEF 14A?

ON SEMICONDUCTOR CORP filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ON SEMICONDUCTOR CORP (ON).

Where can I read the original DEF 14A filing from ON SEMICONDUCTOR CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ON SEMICONDUCTOR CORP.

What are the key takeaways from ON SEMICONDUCTOR CORP's DEF 14A?

ON SEMICONDUCTOR CORP filed this DEF 14A on April 4, 2024. Key takeaways: The filing is a Definitive Proxy Statement (DEF 14A) for ON Semiconductor Corp.. The report covers the fiscal year ending December 31, 2023.. The filing was made on April 4, 2024..

Is ON SEMICONDUCTOR CORP a risky investment based on this filing?

Based on this DEF 14A, ON SEMICONDUCTOR CORP presents a relatively low-risk profile. The risk is low as this is a standard DEF 14A filing, which is a routine disclosure for publicly traded companies.

What should investors do after reading ON SEMICONDUCTOR CORP's DEF 14A?

Review the executive compensation details and any shareholder proposals to understand potential impacts on company strategy and governance. The overall sentiment from this filing is neutral.

How does ON SEMICONDUCTOR CORP compare to its industry peers?

ON Semiconductor Corp. operates in the semiconductors industry, which is characterized by rapid technological advancements and significant capital investment.

Are there regulatory concerns for ON SEMICONDUCTOR CORP?

As a publicly traded company, ON Semiconductor Corp. is subject to SEC regulations, including the requirement to file proxy statements like this DEF 14A.

Industry Context

ON Semiconductor Corp. operates in the semiconductors industry, which is characterized by rapid technological advancements and significant capital investment.

Regulatory Implications

As a publicly traded company, ON Semiconductor Corp. is subject to SEC regulations, including the requirement to file proxy statements like this DEF 14A.

What Investors Should Do

  1. Review the detailed executive compensation packages and any changes from the previous year.
  2. Examine the proposals being put forth for shareholder vote and understand the company's recommendations.
  3. Assess any disclosures related to environmental, social, and governance (ESG) initiatives if present.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A for the fiscal year 2023, following previous filings which would have included annual reports and other SEC submissions.

Filing Stats: 4,329 words · 17 min read · ~14 pages · Grade level 17.8 · Accepted 2024-04-04 09:05:45

Key Financial Figures

Filing Documents

From the Filing

on-20240403 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 ON Semiconductor Corp oration (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS DATE Thursday, May 16, 2024 TIME 8:00 a.m. Local Time LOCATION Principal Executive Offices at 5701 North Pima Road Scottsdale, Arizona 85250 RECORD DATE March 19, 2024 Board Recommendation Page Reference 1 To elect 10 directors nominated by our Board of Directors FOR each director nominee 4 2 To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers FOR 25 3 To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024 FOR 54 Stockholders will also transact such other business as may properly come before the ON Semiconductor Corporation (the Company) 2024 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the annual meeting). Only stockholders of record as of the close of business on March 19, 2024 (the record date) are entitled to notice of, and to vote at, the annual meeting. Your vote is very important to us. As in prior years, most stockholders will receive a notice with information on how to access our proxy materials and vote online. You may vote online or by phone as described in your proxy card or voting instruction form. If you receive a paper copy of our proxy materials, you may also vote by returning the proxy card or voting instruction form included in those materials. Even if you plan to attend the annual meeting in person, we encourage you to vote your shares in advance by any of the below methods to ensure that your vote will be represented. Proxy Voting ONLINE Go to www.proxyvote.com PHONE Call toll-free 1-800-579-1639 within the U.S., U.S. territories and Canada MAIL Sign, date, detach and return a proxy card in the postage-paid envelope provided We recommend that you review further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under "Questions and Answers About the Proxy Materials, Annual Meeting and Voting" beginning on page 60 of the proxy statement. Sincerely yours, Hassane El-Khoury President and Chief Executive Officer April 4, 2024 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 16, 2024. Our proxy statement for the 2024 Annual Meeting of Stockholders and our annual report to stockholders for the fiscal year ended December 31, 2023 are available at www.onsemi.com/annualdocs . ON SEMICONDUCTOR CORPORATION Proxy Statement TABLE OF CONTENTS PROXY STATEMENT SUMMARY 1 202 4 Annual Meeting of Stockholders 1 Matters to be Voted On 1 202 3 Performance Highlights 1 Proxy Voting Roadmap 2 THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 4 Proposal No. 1: Election of Directors 4 Director Nominees at a Glance 5 Overview of our Corporate Governance Practices 12 Board Diversity and Director Qualifications 14 Board Independence and Related Party Transactions 15 Board and Committee Meetings and Attendance 16 Committees of the Board 16 Annual Board and Committee Self-Evaluations 19 Majority Voting for Directors 20 Role of the Board in Risk Oversight 20 Ethics and Compliance Program 21 Environmental, Social and Governance Initiatives 21 Legal Compliance 23 202 3 Compensation of Directors 24 COMPENSATION OF EXECUTIVE OFFICERS 26 Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay) 26 Compensation Discussion and Analysis 27 Compensation Committee Report 43 Summary Compensation Table 44 Grants of Plan-Based Awards in 202 3 45 Other Material Factors — Summary Compensation Table and Grants of Plan-Based Awards in 202 3 Table 45 Outstanding Equity Awards at Fiscal Year-End 202 3 46 202 3 Stock Vested 47 Employment Agreements 48 Potential Payments upon Termination of Employment or Change in Control 50 onsemi 202 3 Pay Ratio Disclosure 51 202 3 Pay versus Performance 52 AUDIT COMMITTEE MATTERS 55 Proposal No. 3 : Ratif

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