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Get filing alertsON Semiconductor shareholders approve simple majority voting, elect all directors
Filed May 18, 2026 · Period ending May 14, 2026 · ~1 min read
Key Changes
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medium
Shareholder proposal to eliminate supermajority voting requirements passed with 98.9% support, making it easier for shareholders to approve certain corporate actions going forward.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
All seven director nominees elected for one-year terms with support ranging from 92.4% to 99.7%; CEO Hassane El-Khoury received highest support at 99.7%.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Executive compensation approved with 93.8% support (320.3M for, 21.1M against, 0.3M abstentions, 19.3M broker non-votes).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
PricewaterhouseCoopers ratified as 2026 auditor with 93.4% support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Former Power Solutions Group President Simon Keeton's employment extended three months to September 30, 2026 to support transition to successor.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
ON Semiconductor's 2026 annual meeting produced one notable governance shift: shareholders overwhelmingly approved a proposal to eliminate supermajority voting requirements, with 98.9% support. This change lowers the threshold for certain corporate actions, giving shareholders more influence over future decisions.
The board had not recommended this proposal, making the near-unanimous approval a clear signal of shareholder preference for simpler majority rules. Routine matters passed without controversy. All seven directors were re-elected with strong support (92.4%–99.7%), executive compensation was approved with 93.8% backing, and PwC was ratified as auditor with 93.4% support.
These results reflect normal, healthy shareholder alignment with management on standard governance items. Separately, the company extended departing executive Simon Keeton's employment by three months to facilitate an orderly transition in the Power Solutions Group.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
ON Semiconductor held its 2026 annual meeting, electing seven directors, approving executive compensation, ratifying auditor, and passing a simple majority voting proposal.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Votes For | Votes Against | Abstentions | Broker Non-Votes | 320,342,318 | 21,118,000 | 339,418 | 19,260,396
Shareholders approved executive compensation with 93.8% support of votes cast. The 6.2% opposition reflects routine dissent on pay practices.
Added in current filing · verify on EDGAR →
Votes For | Votes Against | Abstentions | 337,232,526 | 23,674,928 | 152,678
Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for 2026 with 93.4% support of votes cast.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Mr. Keeton’s final day of full employment with onsemi was expected to be June 30, 2026; however, on May 14, 2026, onsemi and Mr. Keeton agreed to extend his last day of employment to September 30, 2026, in order to support an orderly transition to his successor.
Simon Keeton, who stepped down from his officer role as Group President, Power Solutions Group on March 9, 2026, will remain employed through September 30, 2026 instead of the previously expected June 30, 2026 end date. The three-month extension is intended to facilitate an orderly transition to his successor.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 30, 2026 · How we verify