Item 8.01 Other Events.
The Board of Directors of Magnachip Semiconductor Corporation, a Delaware
corporation (the "Company") has established April 21, 2022 as the date of the
Company's 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The time
and location of the Annual Meeting will be as set forth in the Company's
definitive proxy statement for the Annual Meeting. Because the date of the
Annual Meeting has advanced by more than 30 days from the anniversary date of
the Company's last annual meeting of stockholders, in accordance with Rule
14a-5(f) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Company is informing stockholders of such change.
Because the date of the Annual Meeting has advanced by more than 30 days from
the anniversary date of the Company's last annual meeting of stockholders, a new
deadline has been set for submission of proposals by stockholders of the Company
pursuant to Rule 14a-8 under the Exchange Act. Stockholders of the Company who
wish to have a proposal considered for inclusion in the Company's proxy
materials for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act
must ensure that such proposal is received by the Company's Secretary, at c/o
MagnaChip Semiconductor S.A., 1, Allée Scheffer, L-2520, Luxembourg, Grand Duchy
of Luxembourg, on or before the close of business on February 10, 2022, which
the Company has determined to be a reasonable time before it expects to begin to
print and send its proxy materials. Additional requirements apply under the
Company's Amended and Restated Bylaws (the "Bylaws") for stockholders who intend
to include a proposal in the Company's proxy statement and proxy card for the
Annual Meeting pursuant to Rule 14a-8 under the Exchange Act. Any such proposal
must also meet the requirements set forth in the rules and regulations of the
Securities and Exchange Commission in order to be eligible for inclusion in the
proxy materials for the Annual Meeting. The February 10, 2022 deadline also will
apply in determining whether notice of a shareholder proposal is timely for
purposes of exercising discretionary voting authority with respect to proxies
under Rule 14a-4(c) of the Exchange Act.
In addition, because the date of the Annual Meeting has advanced by more than 30
days from the anniversary date of the Company's last annual meeting of
stockholders, in accordance with the requirements contained in the Company's
Bylaws, stockholders of the Company who wish to bring business before the Annual
Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for
election as a director must ensure that written notice of such proposal
(including all of the information specified in the Company's Bylaws) is received
by the Company's Secretary at the address specified above no later than the
close of business on February 10, 2022, which is the 10th day following the date
on which the public announcement of the date of such meeting is first made by
this Current Report on Form 8-K. Any such proposal must meet the requirements
set forth in the Company's Bylaws in order to be brought before the Annual
Meeting.
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