PHOENIX, Ariz. – Nov. 25, 2013


Changes address the declassification of the board, stockholders’ ability to call special meetings and to act by written consent

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.

About onsemi

onsemi (Nasdaq: ON) is driving disruptive innovations to help build a better future. With a focus on automotive and industrial end-markets, the company is accelerating change in megatrends such as vehicle electrification and safety, sustainable energy grids, industrial automation, and 5G and cloud infrastructure. With a highly differentiated and innovative product portfolio, onsemi creates intelligent power and sensing technologies that solve the world’s most complex challenges and leads the way in creating a safer, cleaner, and smarter world.


onsemi and the onsemi logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the Company references its website in this news release, information on the website is not to be incorporated herein.

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