UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~May~~August 154, 2025

Date of Report (Date of earliest event reported)

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-39317	36-3840979
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ON Semiconductor Corporation 5701 N. Pima Road Scottsdale, Arizona		85250
(Address of principal executive offices)		(Zip Code)

(602) 244-6600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ON		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operation toand aFinancial ~~Vote of Security Holders~~Condition.

~~(a)~~On ~~The~~August 4, 2025, ON ~~Annual~~Semiconductor ~~Meeting~~Corporation ofannounced ~~Stockholders~~in ~~(the~~a ~~“Annual~~news ~~Meeting”)~~release ofits ONfinancial ~~Semiconductor~~performance ~~Corporation~~for (the ~~“Company”)~~second ~~was~~quarter ~~held~~ended onJuly ~~May 15~~4, 2025. and ~~The~~other ~~proposals~~related ~~submitted~~material toinformation (the ~~stockholders~~“Earnings ofRelease”). A ~~the~~copy ~~Company~~of at the ~~Annual~~ ~~Meeting~~Earnings ~~and~~Release ~~the~~is ~~final~~attached ~~voting~~hereto ~~results~~as ~~for~~Exhibit ~~each are set forth below~~99.1 ~~The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities~~ and ~~Exchange~~incorporated ~~Commission~~herein onby ~~April 3, 2025~~reference.

~~(b)~~The ~~Proposal~~information Noin Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished under Item 2.02 ~~The~~and ~~Company’s~~shall ~~stockholders~~not ~~elected~~be ~~eight~~deemed ~~directors~~ to be “filed” for purposes of Section 18 of the ~~Company~~Securities Exchange Act of 1934, ~~each~~as ~~for~~amended a(the ~~one-year~~“Exchange ~~term~~Act”), ~~expiring~~or atotherwise ~~the~~subject ~~2026~~to ~~annual~~liability ~~meeting~~under that ofsection, ~~stockholders~~nor ~~and~~shall ~~until~~such ~~their~~information ~~successors~~be ~~are~~deemed ~~duly~~incorporated ~~elected~~by ~~and~~reference ~~qualified,~~in orany ~~until~~filing under the ~~earlier~~Securities ~~time~~Act of ~~their death~~1933, ~~resignation~~as amended, or ~~removal~~the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth ~~below:~~by specific reference in such filing.

Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Alan Campbell	348,321,376	8,316,317	357,509	23,689,568
Susan K. Carter	349,813,034	6,757,978	424,190	23,689,568
Thomas L. Deitrich	348,062,884	8,525,506	406,812	23,689,568
Hassane El-Khoury	355,780,084	1,022,764	192,354	23,689,568
Bruce E. Kiddoo	356,002,559	801,516	191,127	23,689,568
Paul A. Mascarenas	325,650,007	30,687,295	657,900	23,689,568
Gregory L. Waters	353,947,796	2,857,179	190,227	23,689,568
Christine Y. Yan	344,372,507	12,432,339	190,356	23,689,568

Item 9.01.

Financial Statements and Exhibits.

~~Proposal No. 2. The Company’s stockholders approved the advisory~~ (~~non-binding~~d) ~~resolution to approve the compensation of the Company’s named executive officers, as set forth below:~~Exhibits

Votes For		Votes Against		Abstentions		Broker Non-Votes
307,108,359		48,735,778		1,151,065		23,689,568

The below exhibit is furnished as part of this Current Report on Form 8-K.

Proposal No. 3. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, as set forth below:

Exhibit No.	Description

99.1	News release for ON Semiconductor Corporation, dated August 4, 2025, announcing financial performance for the second quarter ended July 4, 2025

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Votes For		Votes Against		Abstentions
356,693,947		23,777,624		213,199

SIGNATURES

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.

		~~ON SEMICONDUCTOR CORPORATION (Registrant)~~	ON SEMICONDUCTOR CORPORATION (Registrant)
Date: May 21, 2025	By:	/s/ Paul Dutton
Date: August 4, 2025	By:		/s/ Thad Trent
		Paul Dutton Senior Vice President, Chief Legal Officer and Secretary
			Thad Trent Executive Vice President, Chief Financial Officer and Treasurer

Filing Compare · ON SEMICONDUCTOR CORP