Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) ON Semiconductor Corporation ("Company") is announcing a change to the Company's chief operating officer position and related roles and responsibilities. On August 30, 2012, W. John Nelson, our current Executive Vice President and Chief Operating Officer, advised the Company of his decision to resign as an officer of the Company in order to become the chief executive officer of an Asia-based, semiconductor related manufacturing company. It is anticipated that Dr. Nelson will remain in his existing positions at the Company until approximately September 28, 2012. During this transition period, the Company intends to (i) redistribute Dr. Nelson's global responsibilities internally within the current management team, and (ii) not hire a replacement chief operating officer.

---