Welcome to the 2026 Annual Meeting of Stockholders of Magnachip Semiconductor Corporation. Presiding at the meeting will be Camillo Martino, the Chairman of the Board and Interim Chief Executive Officer of Magnachip, and joining him will be myself, Shinyoung Park, the Chief Financial Officer of the company. I'll turn the meeting over to Camillo. Camillo?
Thanks, Shinyoung. Will the meeting please come to order? Along with my fellow Directors and the Executive Officers of the company, I would like to welcome you all to our Annual Meeting of Stockholders. We appreciate your attendance at this Annual Meeting and your support of Magnachip. The Annual Meeting of Stockholders is held pursuant to the bylaws of the company and written notice to all shareholders. You are participating in the meeting virtually. We request that if you have any questions, please enter and submit them in the space provided under the Ask a Question heading on the virtual meeting screen. During the Annual Meeting, questions from stockholders should pertain to the proposals being considered at that particular time. To the extent that any appropriate questions pertaining to such proposals are submitted online, the company will address them after the proposals have been presented.
After introducing the Directors and Officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon by stockholders. I would now like to introduce the Directors and Officers of Magnachip who are in attendance today. Firstly, we welcome our Independent Directors, Liz Chung, Gilbert Nathan, and Cristiano Amoruso, each of whom has joined us via telephone. Next, joining you today is myself, Camillo Martino, and Shinyoung Park, our Chief Financial Officer, who is also in attendance. In accordance with our bylaws, I will act as Chair of today's meeting, and Shinyoung will act as Secretary of the meeting. Shinyoung, please proceed with the introduction of our auditors.
Thank you, Camillo. Attending this meeting via telephone are Jae Aum, Partner, and Song Hyun-joo, Lead Engagement Partner from EY Hany oung, formerly Ernst & Young Hany oung, our independent auditors. Although EY Hany oung has indicated that it does not wish to make a statement, Mr. Aum is available to respond to appropriate questions. In addition, Jim Raitt of American Election Services LLC has been appointed and will serve as Independent Inspector of Election for this meeting. Jim is in attendance today via telephone. I request that he file his oath of office with me for inclusion in the minutes of this meeting. The polls are open for voting on the four matters designated in the proxy. All Magnachip stockholders entitled to vote at this meeting have the ability to do so online.
If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again by online ballot. The proxies solicited by the Board of Directors will be tallied at one time, even though they contain four matters for consideration. Similarly, the ballots cast today can be handled the same way. After voting has been completed on all matters on the agenda, the ballots will be collected and counted. The Inspector of Election will collect any ballots submitted online during this meeting. Camillo and I are the named proxies for this stockholder meeting. If you have returned your proxy card, the named proxies will vote your shares as you indicated on the proxy card.
After the votes for all matters are collected and tabulated, the polls will be closed. Camillo will ask the inspector to report the preliminary results of such voting, which I then will announce. Broadridge Financial Solutions is the company's investor communications agent. Broadridge has delivered to us an affidavit of mailing, certifying as to the giving of notice of this meeting and the mailing of such notice, together with a proxy statement and the proxy card to the stockholders of record as of the close of business on April 21st, 2026. We commenced mailing of the notice, the proxy statement, and the proxy card on April 30th, 2026. I would also like to present a copy of the company's 2025 annual report to stockholders, which includes our 2025 financial statements certified by EY Hany oung.
A copy of this annual report was mailed to each stockholder entitled to vote at this meeting. The copies are available on the website used to access this meeting.
Shinyoung, please incorporate a copy of the notice of meeting and the affidavit of mailing, together with the attachments thereto and the 2025 annual report in the minutes of this meeting.
I'll do so, Camillo. I have the list of holders of record of common stock of the company as of the close of business on April 21st, 2026. This list of stockholders has been open for examination at the company for any purposes relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting.
Shinyoung , please file a copy of the list of stockholders with the records of the company.
Camillo, I will do so.
Shinyoung , please present your report of attendance at this meeting so that we can determine whether a quorum is present.
Camillo, on April 21st, 2026, which was the record date for this Annual Meeting, there were outstanding and entitled to vote a total of 36,219,100 shares of common stock. I have been informed by the Inspector of Election that there are no less than 24,332,390 shares of stock represented by proxy, or approximately 67.18% of all of the shares entitled to vote at this Annual Meeting. The shares represented exceed 50% of the total shares entitled to vote at this meeting and thus constitute a quorum.
Thank you, Shinyoung . On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The next matter to come before the meeting is the approval of the following proposals. Shinyoung , please review the proposals.
The first proposal to come before the meeting is the nomination of candidates for election as directors. At this meeting, we will be electing four Directors for a term expiring at the 2027 Annual Meeting of Stockholders. The nominees are Camillo Martino, Gilbert Nathan, Cristiano Amoruso, and Liz Chung. Information concerning each director candidate's principal occupations, service with Magnachip, skills and qualifications, and other matters that may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Proposal two asks stockholders to approve an advisory resolution on the compensation of the named Executive Officers described in our proxy statement. The Board of Directors recommends that the stockholders approve the following resolution.
Resolved that the stockholders of Magnachip Semiconductor Corporation approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement for the company's 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities Exchange Act of 1934 as amended, which disclosure includes the compensation discussion and analysis section and summary compensation table for 2025 and the related compensation tables and narrative disclosure within the executive compensation sections of the proxy statement. The next matter to come before the meeting is the ratification of the appointment of EY Hanyoung as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
The Board of Directors recommends that the stockholders ratify the appointment of the independent registered public accounting firm of EY Hanyoung to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31, 2026. The last matter to come before the meeting is the approval of the amended and restated 2020 equity and incentive compensation plan of Magnachip Semiconductor Corporation. The company proposes to amend the 2020 plan to increase the aggregate number of the shares of common stock available for issuance by three million shares so that the company is able to maintain a sufficient reserve of shares for the next two to three years to provide incentives and rewards to our non-employee directors, officers, and other employees of the company and its subsidiaries.
Information concerning the amended and restated 2020 equity and incentive compensation plan is contained in the proxy statement. The Board of Directors recommends that the stockholders approve the amended and restated 2020 equity and incentive compensation plan.
Are there any questions on proposals one, two, three, or four ?
There are no relevant questions that have been submitted via the website.
Since all those desiring to vote have done so, I hereby declare the polls for voting on the matters before this meeting closed at 8:12 P.M. Eastern Standard Time. The Inspector of Election has tallied the ballots and proxies and has delivered the preliminary report to the Secretary, who is now prepared to announce the preliminary results. Shinyoung?
Camillo, the Inspector of Election has tallied the ballots and proxies cast for the proposals presented at this meeting and has submitted his preliminary report. First, each of the Directors has received a plurality of the votes cast and has been elected as a Director of the company to serve for a term that will expire in 2027. Second, the resolution on the advisory basis for the compensation of our named Executive Officers. As such, compensation is disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis section, the compensation tables, and other narrative executive compensation disclosures required by such rules in the proxy statement has been approved. The vote is non-binding.
Your advisory vote will serve as an additional tool to help guide the Board of Directors in promoting continued alignment of the company's executive compensation programs with the interest of the company and its stockholders. Third, the appointment of EY Hanyoung as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, has been ratified. Fourth, the amended and restated 2020 equity and incentive compensation plan at Magnachip Semiconductor Corporation has been approved.
Thanks, Shinyoung. I direct that the final report of the Inspector of Election be filed with the records of this meeting. This concludes the official business of the meeting. The meeting is now adjourned. You may now ask questions regarding the company and its business. Please follow the instructions provided on the website used to access this call to submit questions. Shinyoung?
Camillo, there are no questions to address.
Ladies and gentlemen, thank you everyone for attending today's meeting.
That concludes our meeting today. You may now disconnect.