ON SEMICONDUCTOR CORP

Requests the Board to amend the company’s charter and bylaws so any provision requiring more than a simple majority for approval be changed to require a majority of votes cast for and against the matter, and to state explicitly that no supermajority standards will remain. The proposal argues that supermajority provisions can entrench management and prevent proposals supported by a majority of voting shareholders, citing academic research and examples of high shareholder support for similar proposals at other companies. If approved by shareholders, the proposal would be advisory and would require subsequent formal amendments to the governing documents to implement the requested voting standard change. The proponent requests a simple majority vote at the annual meeting to recommend the Board initiate those amendments.