Item 5.07. Submission of Matters to a Vote of Security Holders

(a) The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of ON Semiconductor Corporation (the "Company") was held on May 20, 2021. The proposals (all of which were from management) submitted to the stockholders of the Company at the Annual Meeting and the final results of the voting regarding each proposal are set forth below. The proposals are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2021.



(b)   Proposal No. 1. The Company's stockholders elected 10 directors of the
Company, each for a one-year term expiring at the annual meeting of stockholders
to be held in 2022 and until his or her successor has been duly elected and
qualified, or until the earlier of his or her death, resignation or removal, as
set forth below:



                          Votes        Votes
Name                       For        Against     Abstentions   Broker Non-Votes
Atsushi Abe            338,375,282   10,994,162     846,719        22,159,300
Alan Campbell          336,969,320   12,414,452     832,391        22,159,300
Susan K. Carter        347,362,855   2,026,983      826,325        22,159,300
Thomas L. Deitrich     347,806,123   1,575,017      835,023        22,159,300
Gilles Delfassy        337,004,023   12,357,103     855,037        22,159,300
Hassane S. El-Khoury   347,755,095   1,620,052      841,016        22,159,300
Bruce E. Kiddoo        347,780,715   1,588,859      846,589        22,159,300
Paul A. Mascarenas     283,426,710   65,391,097    1,398,356       22,159,300
Gregory L. Waters      347,755,915   1,612,102      848,146        22,159,300
Christine Y. Yan       324,215,850   25,175,947     824,366        22,159,300

Proposal No. 2. The Company's stockholders approved the advisory (non-binding) resolution to approve the compensation of the Company's named executive officers, as set forth below:





 Votes For    Votes Against   Abstentions   Broker Non-Votes
313,799,148    35,529,205       887,810        22,159,300

Proposal No. 3. The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 352,529,790 19,023,636 822,037

            0

Proposal No. 4. The Company's stockholders approved an amendment to the ON Semiconductor Corporation 2000 Employee Stock Purchase Plan (the "ESPP") to increase the number of shares available under the ESPP, as set forth below:





 Votes For    Votes Against   Abstentions   Broker Non-Votes
348,966,597      534,341        715,225        22,159,300

Proposal No. 5. The Company's stockholders approved amendments to the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (the "SIP") to increase the number of shares available under the SIP and to effect certain other changes to the SIP, as set forth below:





 Votes For    Votes Against   Abstentions   Broker Non-Votes
326,016,897    23,342,878       856,388        22,159,300

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