UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 21, 2013
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 000-29472 | 23-1722724 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1900 SOUTH PRICE ROAD
CHANDLER, AZ 85286
(Address of Principal Executive Offices, including Zip Code)
(480) 821-5000
(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:
| ¨ | 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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 21, 2013, the Board of Directors (the “Board”) of Amkor Technology, Inc. (the “Company”) adopted an amendment to the Company’s Restated Bylaws (the “Amendment”) to clarify the roles of Chairman and Vice Chairman of the Board and to establish the position of “Lead Independent Director” of the Board. Pursuant to the amendment, if at any time the Chairman of the Board is not an independent director, a Lead Independent Director shall be designated annually by the majority of the Board’s independent directors.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is included in this filing as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On August 21, 2013, the Board amended the Company’s Corporate Governance Guidelines (the “Guidelines”), effective immediately, to reflect the establishment of the position of Lead Independent Director of the Board. The Guidelines, as amended, have been posted on the Company’s website at www.amkor.com under the heading “Investor Relations — Corporate Governance.” The Lead Independent Director shall be an independent director and shall be responsible for, among other things, coordinating the activities and agenda for the Board’s independent directors. The independent directors designated Winston J. Churchill as Lead Independent Director of the Board, effective immediately.
Also on August 21, 2013, the Board designated John T. Kim as Vice Chairman of the Board, effective immediately.
ITEM 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.1 | Amendment to the Restated Bylaws of Amkor Technology, Inc. | |
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.
| Date: August 23, 2013 | Amkor Technology, Inc. | |||||
| /s/ Gil C. Tily | ||||||
| Gil C. Tily | ||||||
| Executive Vice President Chief Administrative Officer and General Counsel | ||||||
Index to Exhibits
| Exhibit |
Description | |
| 3.1 | Amendment to the Restated Bylaws of Amkor Technology, Inc. | |
Exhibit 3.1
Amendment to Restated Bylaws
THIS AMENDMENT to the Restated Bylaws of Amkor Technology, Inc. is dated as of August 21, 2013.
Article II, Section 2.7 of the Restated Bylaws is hereby amended and restated in its entirety to read as follows:
2.7 ORGANIZATION
The Chairman of the Board shall, if present, preside at each meeting of the stockholders and of the Board and shall perform such other duties and responsibilities set forth in these Bylaws or as may be determined by the Board of Directors from time to time.
The Vice Chairman of the Board, if any, shall assist the Chairman of the Board and have such other duties and responsibilities set forth in these Bylaws or as may be determined by the Board of Directors or the Chairman of the Board from time to time.
If at any time the Chairman of the Board is not independent as that term is defined under the then applicable rules and regulations of each national securities exchange upon which shares of the common stock of the corporation are listed for trading and of the Securities and Exchange Commission, the independent directors shall annually designate from among them a “Lead Independent Director” having the duties and responsibilities set forth in the corporation’s Corporate Governance Guidelines and as otherwise determined by the Board of Directors from time to time.
Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in their absence by the Lead Independent Director, if any, or in the case of absence by all such persons, a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.
The corporation may have, at the discretion of the Board of Directors, an Executive Chairman of the Board. The Executive Chairman shall, if one is designated by the Board of Directors and if present, preside at all meetings of the stockholders and of the Board of Directors, assist the directors and the senior officers of the corporation in the formulation of the strategy and policies of the corporation, shall be available to the officers for consultation and advice, and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors. The Executive Chairman, if so designated by the Board of Directors, shall not be considered an officer of the corporation.