PHOENIX, Ariz. – Nov. 25, 2013 – ON Semiconductor Corporation (Nasdaq: ONNN) announced today that its Board of Directors (BOD) has amended and restated the company’s bylaws and approved certain changes to the company’s Certificate of Incorporation, which remain subject to stockholder approval. The BOD took these actions in furtherance of the company’s commitment to corporate governance practices it believes are in the best interest of the company and its stockholders.
On November 21, 2013, the BOD approved a change to the company’s bylaws to allow stockholders to call special meetings, subject to certain limitations, at a threshold of 25 percent of the voting power of the outstanding capital stock of the company.
The BOD also approved two amendments to the company’s Certificate of Incorporation that remain subject to stockholder approval at the company’s next annual shareholders meeting in 2014. The first amendment to the Certificate of Incorporation provides for a declassification of the BOD occurring over a three-year period beginning in 2014. The second amendment to the Certificate of Incorporation removes the current prohibition on stockholder action by written consent in lieu of a meeting.
The company filed a Current Report on Form 8-K related to the above amendments. This Form 8-K is posted to the company’s online “Investor” web page under “SEC Filings” and contains a copy of the amended and restated bylaws as an exhibit.
Additionally, on November 21, 2013, the BOD confirmed Daryl Ostrander as the chair of the BOD’s science and technology committee and appointed Manny Hernandez to the executive committee of the BOD.