Magnachip Semiconductor (MX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 23, 2025, to be held virtually, with voting on three main proposals: election of five directors, advisory vote on executive compensation, and ratification of the new independent auditor.

• Board recommends voting FOR all director nominees, FOR executive compensation, and FOR the appointment of Ernst & Young Han Young as auditor for 2025.

• Shareholders of record as of April 24, 2025, are entitled to vote; 36,063,605 shares outstanding.

Voting matters and shareholder proposals

• Proposals include: (1) election of five directors, (2) advisory vote on executive compensation, (3) ratification of Ernst & Young Han Young as independent auditor.

• Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by December 30, 2025, for inclusion.

Board of directors and corporate governance

• Board consists of five members, all serving one-year terms; four are independent under NYSE standards.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Risk; all have written charters.

• Board held six meetings in 2024; all directors attended at least 92% of meetings.

• Strategic Review Committee remains active to evaluate alternatives for maximizing shareholder value.

• Board leadership is separated between Chairman (Martino) and CEO (Kim); flexibility in leadership structure is maintained.