ON Semiconductor (ON) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, to elect seven directors, approve executive compensation, ratify PwC as auditor, and consider a shareholder proposal on majority voting.

• 2025 revenue reached $6.0 billion, with 80% from automotive and industrial markets; $1.8 billion cash from operations and $1.4 billion free cash flow, all returned to shareholders via repurchases.

• Strategic highlights include strong growth in the Treo platform, introduction of vertical GaN technology, acquisition of SiC JFET business, and partnerships with Schaeffler and Nvidia.

Voting matters and shareholder proposals

• Board recommends voting for all seven director nominees, for say-on-pay, and for ratification of PwC; no recommendation on the shareholder proposal for simple majority voting.

• Shareholder proposal seeks to eliminate supermajority voting requirements in governing documents.

Board of directors and corporate governance

• Board size reduced to seven following a director retirement; new Chair to be Thomas L. Deitrich, an independent director.

• Board and committees conduct annual self-evaluations and peer reviews to ensure effectiveness and diversity.

• Board composition reflects a mix of tenure, age, gender, and international experience; robust stock ownership and clawback policies in place.

• Proxy access allows significant shareholders to nominate directors; all directors except the CEO are independent.