Magnachip Semiconductor (MX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, to be held virtually, with four key proposals up for shareholder vote.

• Proposals include election of four directors, advisory vote on executive compensation, ratification of Ernst & Young Han Young as auditor, and approval of an amended equity compensation plan.

• Board unanimously recommends voting in favor of all proposals.

• Shareholders of record as of April 21, 2026, are entitled to vote; quorum requires majority of outstanding shares.

Voting matters and shareholder proposals

• Four proposals: elect four directors, advisory vote on executive compensation, ratify auditor, approve amended equity plan.

• Voting can be done by proxy card, phone, internet, or during the virtual meeting.

• Plurality required for director election; majority for other proposals.

• Shareholder proposals for the 2027 meeting must be received by December 31, 2026, for inclusion.

Board of directors and corporate governance

• Board consists of four members, all standing for re-election; includes independent directors.

• Committees: Audit, Compensation, Nominating and Corporate Governance; Risk and Strategic Review Committees dissolved.

• Board leadership structure includes separation of Chair and CEO roles, with a Lead Director designated.

• All directors attended 100% of meetings in 2025.

• Stockholder nomination procedures and communication channels detailed.