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ONNN > SEC Filings for ONNN > Form 8-K on 25-Nov-2013All Recent SEC Filings

Show all filings for ON SEMICONDUCTOR CORP



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 21, 2013, the Board of Directors (the "Board") of ON Semiconductor Corporation (the "Company") amended and restated the Company's Bylaws to:

amend Section 2 of Article II to allow stockholders to call a special meeting at a threshold of 25% of the voting power of the outstanding capital stock of the Company and to provide other procedures and changes to the Bylaws related to the calling of such special meeting by stockholders; and

make clarifications, updates and other, non-substantive changes to the Bylaws in Articles II, III, IV, V and VI.

This description of the amendments to the amended and restated Bylaws of the Company is qualified in its entirety by reference to the text of the amended and restated Bylaws filed as Exhibit 3.1 to this report.

On November 21, 2013, the Board also approved, subject to stockholder approval at the Company's next annual meeting of stockholders in 2014, certain changes to the amended and restated Certificate of Incorporation of the Company (the "Certificate of Incorporation") to:

amend the Ninth Article of the Certificate of Incorporation to phase-in the declassification of the Board over a three year period beginning in 2014; and

amend the Tenth Article of the Certificate of Incorporation to remove the prohibition on stockholders acting by written consent in lieu of a meeting.

It is expected that the above described revisions to the Certificate of Incorporation will be presented to the stockholders of the Company for approval at the Company's next annual meeting of stockholders in 2014.

In connection with the above amendments the Company issued a press release, which is filed as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(c) Shell Company Transactions

Not applicable.

(d) Exhibits

Exhibit No.       Description

 3.1              Amended and Restated Bylaws

99.1              News release issued by ON Semiconductor Corporation dated
                  November 25, 2013 and entitled "ON Semiconductor's Board of
                  Directors Approves Amendments to Company Bylaws and Certificate
                  of Incorporation."

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