ON SEMICONDUCTOR CORPORATION 5005 EAST MCDOWELL ROAD PHOENIX, AZ 85008
ATTN: LAW DEPARTMENT
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
D71272-P64883
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
ON SEMICONDUCTOR CORPORATION
The Board of Directors recommends a vote FOR each of
the listed director nominees:
1.
To elect ten directors, each for a one-year term expiring at the 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until the earlier time of their death, resignation or removal.
Nominees:
1a. Atsushi Abe
1b. Alan Campbell
1c. Susan K. Carter
1d. Thomas L. Deitrich
1e. Gilles Delfassy
1f. Hassane El-Khoury
For Against Abstain
KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY
The Board of Directors recommends a vote FOR Proposals
2 and 3.
1g. Bruce E. Kiddoo
1h. Paul A. Mascarenas
1i. Gregory L. Waters
1j. Christine Y. Yan
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2. Advisory (non-binding) resolution to approve the compensation of our named executive officers.
3. Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022.
NOTE: To transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.
Please sign exactly as your name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian or custodian, please give full title.
Signature [PLEASE SIGN WITHIN BOX]
Date
Signature (Joint Owners)
For Against Abstain
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Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available atwww.proxyvote.com.
D71273-P64883
ON SEMICONDUCTOR CORPORATION
Annual Meeting of Stockholders
May 26, 2022, 8:00 a.m. local time
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Alan Campbell, Hassane El-Khoury and Pamela Tondreau, or any of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of ON Semiconductor Corporation that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m. (local time), on May 26, 2022, at the Company's principal executive office at 5005 East McDowell Road, Phoenix, AZ 85008, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side
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ON Semiconductor Corporation published this content on 06 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2022 13:21:01 UTC.