Form 8-K





Washington, DC 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 12, 2018



MagnaChip Semiconductor Corporation

(Exact name of Registrant as specified in its charter)




Delaware   001-34791   83-0406195

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

c/o MagnaChip Semiconductor S.A.

1, Allée Scheffer, L-2520

Luxembourg, Grand Duchy of Luxembourg

  Not Applicable
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (352) 45-62-62



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))

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

MagnaChip Semiconductor Corporation (the “Company”) held its 2018 Annual Meeting of Stockholders on June 12, 2018. As of the

close of business on the record date of April 16, 2018, there were 34,321,175 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 29,532,483, or 86.05% of the outstanding shares.

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 seven directors to serve until the 2019 Annual Meetings of Stockholders and until their respective successors are elected and qualified.









Gary Tanner

     25,125,322        103,502        4,303,659  

Melvin L. Keating

     24,966,166        262,658        4,303,659  

Young-Joon Kim

     25,170,094        58,730        4,303,659  

Randal Klein

     18,651,269        6,577,555        4,303,659  

Ilbok Lee

     24,762,005        466,819        4,303,659  

Camillo Martino

     25,168,827        59,997        4,303,659  

Nader Tavakoli

     25,146,467        82,357        4,303,659  

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 2018 proxy materials.








Broker Non-Votes

23,153,952    1,627,720    447,152    4,303,659

Proposal 3 – Advisory Vote on the Frequency of the Stockholder Vote on Executive Compensation. The Company’s stockholders voted, on an advisory basis, regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers. “1 Year” received the most votes.


1 Year


2 Year


3 Year




Broker Non-Votes

24,156,041    50,540    28,328    993,915    4,303,659

Based on these results, and consistent with the Board’s recommendation disclosed in the Company’s 2018 proxy materials, the Board has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers on an annual basis.

Proposal 4 – Ratification of the Appointment of Samil PricewaterhouseCoopers. The Company’s stockholders ratified the appointment of Samil PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.







29,468,751    60,867    2,865

There were no broker non-votes with respect to Proposal 4.


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.



Dated: June 18, 2018


/s/ Theodore Kim

    Theodore Kim
    Chief Compliance Officer, Executive Vice President, General Counsel and Secretary