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)
May 15, 2019
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.) | ||
2045 East Innovation Circle
Tempe, AZ 85284
(Address of Principal Executive Offices, including Zip Code)
(480) 821-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the ACT: | ||||
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common Stock, $0.001 par value | AMKR | The NASDAQ Global Select Market | ||
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.
(b), (d) & (e) On May 15, 2019, Gil Tily gave notice to Amkor Technology, Inc. (the “Company”) of his retirement as Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of the Company, effective in June 2019. The Company expects to announce Mr. Tily’s successor around the effective date of his retirement.
On May 15, 2019, the Board of Directors (the “Board”) of the Company expanded the Board to twelve members and appointed Mr. Tily and Daniel Liao directors of the Company, effective on that date. The Board has not appointed Mr. Tily or Mr. Liao to any committees of the Board.
Each new director will participate in the Company’s non-employee director compensation program. Accordingly, each new director will receive Company restricted stock having a fair market value on the grant date of $60,000 and an option to purchase 20,000 shares of the Company’s common stock, and each new director will receive (a) an annual retainer of $60,000, (b) $2,000 for each regularly scheduled Board or committee meeting they attend, (c) $1,000 for each telephonic Board or committee meeting they attend and (d) reimbursement for travel and other reasonable out-of-pocket expenses they incur in connection with attending Board and committee meetings. Upon re-election to the Board by the Company’s stockholders, non-employee directors automatically receive restricted stock having a fair market value on the grant date of $60,000 and an option to purchase 20,000 shares of the Company’s common stock, under the applicable terms of the Second 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 was selected as a director, and, except as may be described herein, neither has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‑K.
In connection with his retirement as Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of the Company, Mr. Tily entered into an agreement and release with the Company that provides for him to receive bi-weekly payments of $23,461.54 (which annualizes to his base salary of $610,000) and payment of health insurance premiums, each for 18 months from the effective date of his retirement. The agreement and release also contains confidentiality, non-compete, non-solicitation, non-disparagement and other customary provisions and is subject to non-revocation of a general release by Mr. Tily.
Additional information regarding Mr. Tily’s retirement and Mr. Tily and Mr. Liao’s appointments is contained in the press release attached hereto as Exhibit 99.1.
On May 15, 2019, John T. Kim transitioned from an employee of the Company to a non-employee. He will continue as Vice Chairman of the Board. Accordingly, he will participate in the Company's non-employee director compensation program described above and will be eligible to receive payment of health insurance premiums for the next 18 months.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMKOR TECHNOLOGY, INC. | |||
By: | /s/ Megan Faust | ||
Megan Faust | |||
Corporate Vice President and Chief Financial Officer | |||
Date: May 15, 2019
News Release
Amkor Names Daniel Liao and Gil Tily to Board of Directors
Tempe, Ariz., May 15, 2019 — Amkor Technology, Inc. (NASDAQ: AMKR) today announced that Daniel Liao and Gil Tily 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.
Mr. Liao has been a senior executive at Lam Research, a semiconductor processing equipment company, since 1993 and currently serves as Chairman of Lam Asia Pacific Operations (Taiwan, China and Southeast Asia regions), where he has been a major contributor to the global product development, strategic planning, growth and success of Lam’s multi-billion dollar Asia Pacific business.
“Daniel’s deep understanding of the semiconductor eco-system, particularly in the Asia Pacific region, will be a strong addition to Amkor’s Board,” said James Kim, Amkor’s Executive Chairman. “His demonstrated leadership skills and strong semiconductor industry experience will be of great value to the Company.”
Prior to joining Lam, Mr. Liao held engineering management and technology leadership positions at Integrated Device Technology in Santa Clara from 1988 to 1993 and Intel Corporation in Livermore and Santa Clara from 1984 to 1988.
Mr. Liao holds a Bachelor’s degree in Electrical Engineering from National Cheng Kung University in Taiwan, and a Master’s degree in Electrical Engineering and Applied Physics from Case Western Reserve University.
Mr. Tily’s appointment follows his notice to Amkor of his retirement as Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, effective in June 2019. The Company expects to announce Mr. Tily’s successor around the effective date of his retirement.
“I would like to thank Gil for his tireless dedication and many outstanding contributions to our organization throughout his tenure at Amkor,” said Mr. Kim. “His counsel and leadership have been invaluable and we are fortunate that he will be continuing to serve Amkor as a Board member.”
Gil Tily was appointed Executive Vice President and Chief Administrative Officer of Amkor in May 2008 and has served as General Counsel and Corporate Secretary since he joined Amkor in 2007. Prior to joining Amkor, Mr. Tily was a partner in the law firm of Dechert LLP where he worked for 28 years.
Mr. Tily holds an A.B. in Politics from Princeton University and a J.D. from the University of Pittsburgh School of Law.
About Amkor
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.
Contact:
Amkor Technology, Inc.
Vincent Keenan
Vice President, Investor Relations
480-786-7594
vincent.keenan@amkor.com
Vincent Keenan
Vice President, Investor Relations
480-786-7594
vincent.keenan@amkor.com