On Semiconductor Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven directors nominated by the Board to serve until the 2027 annual meeting.

2. 2

   Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to signal support for its pay-for-performance program that emphasizes incentive-based compensation (STI and PBRSUs/RSUs), alignment with stockholder interests through significant equity-based awards and robust ownership guidelines, and to validate recent program design choices such as increasing performance-based weighting of the CEO’s LTI and replacing operating margin with free cash flow in LTI metrics. The Board recommends a vote FOR, arguing that compensation is tied to measurable financial and strategic goals, includes governance safeguards (clawbacks, double-trigger CIC protections), and reflects investor feedback and market comparisons. Context: the CEO waived his 2025 STI payout; relative TSR adjustments reduced some PBRSU payouts, illustrating the program’s sensitivity to shareholder returns. The recommendation notes that the vote is advisory but will be considered by the HCC Committee in future decisions.

3. 3

   Ratification of Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PwC as the Company’s independent registered public accounting firm for 2026.

4. 4

   Majority Vote Standard (Stockholder Proposal

   Shareholder — John Chevedden

   Request that the Board amend governing documents to replace any voting standards greater than a simple majority with a majority of votes cast (eliminate supermajority requirements).

   More detail

   The stockholder proposal requests that the Board amend the charter and bylaws to eliminate any supermajority voting thresholds, replacing them with a simple majority of shares cast for and against each matter — effectively removing entrenching supermajority protections. The proponent argues such provisions impair governance and company performance, citing academic research and examples of strong shareholder support for similar proposals at other firms; the requested change would require the Board to undertake a charter and bylaw amendment process if approved by stockholders. Management has made no recommendation, acknowledging support in principle for streamlined decision-making but noting the proposal is advisory and would not itself effectuate charter changes; the Board’s response frames approval as a recommendation to initiate the amendment process and disclaims certain factual assertions in the proponent’s statement. The proposal raises typical governance trade-offs between shareholder power and board protections against opportunistic or hasty changes; its passage would signal strong shareholder preference for majority voting standards and could prompt follow-on governance reform actions by the Board.

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When is the On Semiconductor Corp 2026 annual meeting?

On Semiconductor Corp (ON) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the On Semiconductor Corp 2026 meeting?

The record date for the On Semiconductor Corp 2026 meeting is Tuesday, March 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for On Semiconductor Corp's 2026 meeting?

The board is presenting 7 director nominees at the On Semiconductor Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the On Semiconductor Corp 2026 meeting?

Shareholders will vote on 4 proposals at the On Semiconductor Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.