SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 6, 2018
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of
(Commission File Number)
2045 EAST INNOVATION CIRCLE
TEMPE, AZ 85284
(Address of Principal Executive Offices, including Zip Code)
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 6, 2018, the Board of Directors (the “Board”) of Amkor Technology, Inc. (the “Company”) expanded the Board to twelve members and appointed Doug Alexander and MaryFrances McCourt directors of the Company effective on that date. The Board has not appointed Mr. Alexander or Ms. McCourt to any committees of the Board.
Upon their appointment to the Board, the new directors each became entitled to an annual retainer of $50,000, and will be paid $2,000 for each regularly scheduled Board or committee meeting they attend, and $1,000 for each telephonic Board or committee meeting they attend. The new directors will also be entitled to reimbursement from the Company for travel and other reasonable out-of-pocket expenses they incur in connection with attending Board and committee meetings. In addition, upon their appointment to the Board, each new director received an option to purchase 4,657 shares of the Company’s common stock and 985 shares of the Company’s restricted stock, pursuant to pro-rated automatic grants under the Company’s Amended and Restated 2007 Equity Incentive Plan. Upon re-election to the Board by the Company’s stockholders, non-employee directors automatically receive an option to purchase 20,000 shares of the Company’s common stock and restricted stock having a fair market value on the grant date of $40,000. Under the applicable terms of the Amended and Restated 2007 Equity Incentive Plan, vesting for options and the lapse of restrictions for restricted stock occurs on the earlier of the first anniversary of the date of grant or the date of the first annual meeting of the stockholders of the Company immediately following the date of grant, in either case, subject to the non-employee director’s continued service through the applicable date.
There are no arrangements or understandings between either new director and any other persons pursuant to which he or she was selected as a director, and neither has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Additional information regarding these appointments is contained in the press release attached hereto as Exhibit 99.1.
(e) On February 7, 2018, the Compensation Committee of the Board approved the following base salary increases for the Company's principal financial officer and a named executive officer: Megan Faust, Corporate Vice President and Chief Financial Officer, from $315,000, to $375,000; Giel Rutten, Executive Vice President, Advanced Products, from $450,000 to $485,000.
ITEM 9.01 Financial Statements and Exhibits.
Press release issued by Amkor Technology, Inc., dated February 9, 2018.
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.
February 9, 2018
Amkor Technology, Inc.
/s/ Gil C. Tily
Gil C. Tily
Executive Vice President
Chief Administrative Officer and General Counsel
Amkor Technology Names Doug Alexander and MaryFrances McCourt to Board of Directors
Tempe, Ariz., February 9, 2018 — Amkor Technology, Inc. (NASDAQ: AMKR) today announced that Doug Alexander and MaryFrances McCourt have been appointed as new members of the Company’s Board of Directors. With these appointments, Amkor’s Board has been expanded to twelve members.
“We are pleased to have Doug and MaryFrances join Amkor’s Board,” said James Kim, Amkor’s Executive Chairman. “The demonstrated leadership skills and breadth of experience that they each bring to the Board will be great assets to the Company.”
Mr. Alexander was an original member of the advisory board of Actua Corporation (formerly named ICG Group, Inc.), a multi-vertical cloud technology company. Mr. Alexander joined Actua full-time in September 1997 as Managing Director and was appointed President in January 2009 where he served until December 2017. During his tenure at Actua, Mr. Alexander served in many senior management roles including as CEO of WiseWire Technologies, which was acquired by Lycos; CEO of ICG Europe; CEO of Traffic.com, which was acquired
by Navteq; and CEO of Channel Intelligence, which was acquired by Google.
Mr. Alexander has served on the boards of directors for GovDelivery, Procurian, and Bolt. Mr. Alexander has also served as the Co-Chairman of the Philadelphia National Foundation for Teaching Entrepreneurship (NFTE), and is Chairman of the Management & Technology Executive Board at the University of Pennsylvania.
Mr. Alexander holds a B.S. in Electrical Engineering from the University of Pennsylvania and a B.S. in Economics from the Wharton School of Business at the University of Pennsylvania.
Ms. McCourt is Vice President for Finance and Treasurer at the University of Pennsylvania. In her role, Ms. McCourt leads Penn’s cash and short-term investment and capital financing strategies as well as oversees Penn’s financial functions. Ms. McCourt is responsible for the University’s multi-year financial planning efforts and collaborates closely with Penn Medicine leadership on its growth and financial planning. She directly manages the strategic and operational direction of a variety of functions, including the Comptrollers Office, financial training, global support services, research services, risk management and insurance, student registration and financial services and the Treasurer's Office.
Prior to joining Penn, Ms. McCourt was the senior vice president and chief financial officer at Indiana University. Ms. McCourt has also served in financial-management positions for Agilysis, Inc., a diversified enterprise focused on technology and enterprise system solutions.
She earned her bachelor’s degree magna cum laude from Duke University and an MBA from Case Western University.
Amkor Technology, Inc. is one of the world’s largest providers of outsourced semiconductor packaging and test services. Founded in 1968, Amkor pioneered the outsourcing of IC packaging and test, and is now a strategic manufacturing partner for more than 250 of the world’s leading semiconductor companies, foundries and electronics OEMs. Amkor’s operational base includes production facilities, product development centers and sales and support offices located in key electronics manufacturing regions in Asia, Europe and the USA. For more information visit www.amkor.com.
Amkor Technology, Inc.
Vice President, Finance and Investor Relations