ON Semiconductor 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 26, 2009
Date of report (Date of earliest event reported)
ON Semiconductor Corporation
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
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:
On and effective February 26, 2009, the Board of Directors (Board) of ON Semiconductor Corporation (Corporation) elected Daryl Ostrander to serve as a Class I director of the Board. As a Class I director, Mr. Ostranders term will expire at the 2009 annual meeting of stockholders (or at such time as his successor is duly elected and qualified, or the earlier of his resignation, removal or disqualification) and his continued service on the Board will be voted on by the Corporations stockholders at the 2009 annual meeting of stockholders. In connection with his initial election, the Board did not appoint Mr. Ostrander to any Board committees. As a result of the appointment, Mr. Ostrander will be eligible under the Corporations compensation program for non-employee members of the Board (Program). Under this Program, Mr. Ostrander will receive the following compensation for his services as a director of our Board:
(1) Board Annual Retainer An annual cash retainer payable to non-employee directors of $59,000 per year.
(2) Equity Compensation
(a) Initial Directorship Consistent with past practice, Mr. Ostrander was awarded a stock option to purchase 20,000 shares of the Corporations common stock, with equal pro rata vesting over a three year period beginning on the first anniversary of the grant date, at an exercise price equal to the fair market value of the stock on the grant date, and subject to the Corporations 2000 Stock Incentive Plan and a relevant stock option award agreement. Pursuant to the Corporations grant date policy, the grant date of the option will be March 2, 2009.
(b) Annual Directors Award Our non-employee directors also typically receive an annual equity-based award. Along with other non-employee directors, Mr. Ostrander was awarded restricted stock, which will be issued in an amount equal to $106,500 divided by the closing price of our common stock on the effective date of the grant, March 2, 2009, and which will vest on that date if Mr. Ostrander continues to be a director of the Company on that date. This award will also be subject to the Corporations 2000 Stock Incentive Plan and relevant award agreement.
(3) Other Under the Program, Mr. Ostrander will not receive any cash meeting fees for attending Board or committee meetings since the Program provides (generally) that all directors will receive no cash meeting fees for attending Board or committee meetings. Mr. Ostrander will be reimbursed for reasonable expenses to attend Board and committee meetings and to perform other relevant Board duties. Except as described above, Mr. Ostrander will not receive any additional compensation for his services as a member of the Board.
Attached to this Current Report, as Exhibit 99.1, is a copy of the Corporations news release dated February 27, 2009 titled Daryl Ostrander Joins the ON Semiconductor Board of Directors.
On February 26, 2009, the Board also established Wednesday, May 20, 2009 as the date for the Corporations 2009 annual meeting of stockholders.
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 thereunto duly authorized.