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): August 11, 2015



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))




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

MagnaChip Semiconductor Corporation (the “Company”) held its 2015 Annual Meeting of Stockholders on August 11, 2015. As of the close of business on the record date of July 17, 2015, there were 34,561,468 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 31,704,805, or 91.7% 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 two Class I directors and three Class III directors to serve until the 2018 and 2017 Annual Meetings of Stockholders, respectively, and until their respective successors are elected and qualified.

Class I Directors:


     For    Withheld    Broker Non-Votes

R. Douglas Norby

   16,579,983    12,739,625    2,385,197

Ilbok Lee

   16,787,654    12,531,954    2,385,197

Class III Directors:


     For    Withheld    Broker Non-Votes

Michael Elkins

   16,675,106    12,644,502    2,385,197

Young-Joon Kim

   17,665,653    11,653,955    2,385,197

Brian Mulhern

   16,756,714    12,562,894    2,385,197

Proposal 2 – Advisory Vote to Approve Compensation of 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 2015 proxy materials.



   Against    Abstained    Broker Non-Votes


   925,456    6,659    2,385,197

Proposal 3 – 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, 2015.



   Against    Abstained


   33,316    5,118

There were no broker non-votes with respect to Proposal 3.


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: August 13, 2015     By:   /s/ Theodore Kim
      Theodore Kim
      Chief Compliance Officer, Executive Vice President, General Counsel and Secretary