MAGNACHIP SEMICONDUCTOR Corp
For the period ended Jun 11, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2026 · Filed Apr 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12. |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
To Our Stockholders:
You are invited to attend the Annual Meeting of Stockholders of Magnachip Semiconductor Corporation to be held on June 11, 2026, at 8:00 p.m. Eastern Daylight Time.
We are pleased to announce that this year’s Annual Meeting will again be held completely virtually via live interactive webcast on the Internet. You will be able to attend, vote and submit your questions during the meeting atwww.virtualshareholdermeeting.com/MX2026. We have enclosed the notice of our Annual Meeting of Stockholders, together with this Proxy Statement, a proxy and an envelope for returning the proxy.
You are asked to act upon proposals to:
(1)
elect the four director nominees named in the Proxy Statement to our Board of Directors;
(2)
conduct an advisory (non-binding) vote on the compensation of our named executive officers as described in this Proxy Statement;
(3)
ratify the appointment of Ernst & Young Han Young as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
(4)
approve our Amended and Restated 2020 Equity and Incentive Compensation Plan.
Your Board of Directors unanimously recommends that you vote “FOR” each nominee for director that the Board of Directors has selected, “FOR” the approval of the compensation of our named executive officers as described in the Proxy Statement, “FOR” the appointment of Ernst & Young Han Young as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and “FOR” the approval of our Amended and Restated 2020 Equity and Incentive Compensation Plan.
Please carefully review the Proxy Statement and then complete and sign your proxy and return it promptly. If you attend the virtual meeting and decide to vote during the meeting, you may withdraw your proxy by voting at the meeting.
Your time and attention to this letter and the accompanying Proxy Statement and proxy are appreciated. Your vote is important. Please take the time to read the enclosed Proxy Statement and cast your vote via proxy or at the Annual Meeting of Stockholders.
Sincerely,
/s/ Camillo Martino
Camillo Martino
Chairman and Interim Chief Executive Officer
April 30, 2026
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS June 11, 2026
The Annual Meeting of Stockholders of Magnachip Semiconductor Corporation, a Delaware corporation, will be held on Thursday, June 11, 2026, at 8:00 p.m. Eastern Daylight Time, via live interactive webcast on the Internet, for the following purposes:
(1)
to elect the four director nominees named in the Proxy Statement to our Board of Directors;
(2)
to conduct an advisory (non-binding) vote on the compensation of our named executive officers as described in the Proxy Statement;
(3)
to ratify the appointment of Ernst & Young Han Young as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
(4)
to approve our Amended and Restated 2020 Equity and Incentive Compensation Plan; and
(5)
to transact such other business as may properly come before the meeting or any adjournment, continuance or postponement thereof at the direction of the Board of Directors (or an authorized committee of the Board).
Holders of record of our common stock at the close of business on Tuesday, April 21, 2026, are entitled to vote at the meeting. A list of stockholders entitled to vote will be available for inspection by stockholders of record for any purpose germane to the Annual Meeting during ordinary business hours at our corporate offices located at Magnachip Semiconductor Corporation, c/o Magnachip Semiconductor, Ltd., 15F, 76 Jikji-daero, 436beon-gil, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do, Republic of Korea 28581, for a period of ten days immediately prior to the Annual Meeting. If you are a stockholder of record and would like to view this stockholder list, please contact Investor Relations Department at investor.relations@magnachip.com and arrangements will be made to review the records in person during the ten days prior to the Annual Meeting. Additionally, such list of stockholders will be made available for viewing electronically during the Annual Meeting, and instructions to access such list will be available on the date of the Annual Meeting atwww.virtualshareholdermeeting.com/MX2026.
By Order of the Board of Directors
/s/ Shinyoung Park
Shinyoung Park
Chief Financial Officer and Secretary
April 30, 2026
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on June 11, 2026
The 2026 Proxy Statement and 2025 Annual Report are available, free of charge, at www.proxyvote.com.
Magnachip Semiconductor Corporation’s Annual Report for the year ended December 31, 2025 is being mailed to stockholders concurrently with the 2026 Proxy Statement. The Annual Report contains financial and other information about Magnachip Semiconductor Corporation, but is not incorporated into the Proxy Statement and is not deemed to be a part of the proxy soliciting materials.
Even if you expect to attend the Annual Meeting, please promptly complete, sign, date and mail the enclosed proxy card. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States. Alternatively, if you are a holder of record of our common stock on the record date, you may vote your shares electronically either over the internet atwww.proxyvote.com or by touch- tone telephone at 1-800-690-6903. Stockholders who attend the Annual Meeting may revoke their proxies and vote during the meeting atwww.virtualshareholdermeeting.com/MX2026 if they so desire.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 5 |
| THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Director Independence | 7 |
| Board Meetings | 7 |
| Attendance at Annual Meeting | 7 |
| Committees | 7 |
| Board Leadership Structure | 9 |
| Board Role in Risk Oversight | 10 |
| Code of Business Conduct and Ethics | 11 |
| Report of the Audit Committee | 11 |
| Communications with Directors | 11 |
| Corporate Responsibilities and Sustainability | 12 |
| Human Capital Management | 13 |
| 2025 Director Compensation | 15 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| EXECUTIVE COMPENSATION | 18 |
| Compensation Discussion and Analysis | 18 |
| COMPENSATION COMMITTEE REPORT | 34 |
| Summary Compensation Table | 35 |
| Grants of Plan-Based Awards Table for Fiscal Year 2025 | 37 |
| Outstanding Equity Awards at Fiscal Year End 2025 | 38 |
| Option Exercises and Stock Vested | 39 |
| Pension Benefits for the Fiscal Year Ended December 31, 2025 | 40 |
| Nonqualified Deferred Compensation | 40 |
| Potential Payments Upon Termination or Change in Control | 40 |
| Equity Compensation Plan Information | 49 |
| Equity Compensation Plan Summary | 50 |
| Pay Versus Performance | 51 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 57 |
| Related Person Transactions Policy | 57 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 58 |
| PROPOSAL TWO: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 61 |
| PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 62 |
| Fees Paid to Independent Registered Public Accounting Firm | 62 |
| Policy and Procedure for Approval of Audit and Permitted Non-Audit Services | 63 |
| PROPOSAL FOUR: APPROVAL OF OUR AMENDED AND RESTATED 2020 EQUITY AND INCENTIVE COMPENSATION PLAN | 64 |
| STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 77 |
| SOLICITATION OF PROXIES | 77 |
| OTHER MATTERS | 78 |
i
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2026
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