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

On December 21, 2012, at a meeting of the Board of Directors of MEMC Electronic Materials, Inc. (the "Company"), each of John Marren and William E. Stevens advised the Company that he would retire from his position as a director of the Company effective December 31, 2012. Mr. Marren has been a member of the Company's Board of Directors since 2001, serving as Chairman of the Board since that time. Mr. Stevens also has served since 2001, and is the Chairman of the Audit Committee. Neither Mr. Marren's nor Mr. Stevens' announced retirement was due to any disagreement with the Company on any matter.

In light of these impending departures from the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board of Directors has appointed Emmanuel Hernandez, who has served on the Company's Board since 2009, to serve as Chairman of the Board upon Mr. Marren's retirement, and Marshall Turner, who has served on the Company's Board since 2007, to serve as Chairman of the Audit Committee upon Mr. Stevens' retirement.

The Company issued a press release on December 27, 2012, announcing these changes to the Board of Directors. A copy of that press release is filed with this Form 8-K as Exhibit 99.1.