What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-19 · 58 added, 24 removed, 158 unchanged (34% of the section changed)

15 unchanged sentences

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021, based on criteria in Internal Control — Integrated Framework (2013) issued by the COSO.

The effectiveness of our internal control over financial reporting as of December 31, 2020, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8 of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

The information required by this Item 10, with the exception of information relating to the Code of Business Conduct as disclosed below, is incorporated herein by reference from the material included under the captions “Election of Directors,” “Executive Officers,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement (to be filed pursuant to Regulation 14A) for our 2021 Annual Meeting of Stockholders.

We have a written Code of Business Conduct applicable to all employees, including our Chief Executive Officer, Chief Financial Officer, and Controller.

Our Code of Business Conduct, Code of Ethics for Directors, Corporate Governance Guidelines, and the charters of the Audit Committee, Nominating and Governance Committee and Compensation Committee of our Board of Directors are available and maintained on our website (http://www.amkor.com).

We intend to disclose on our website future amendments or waivers of our Code of Business Conduct required to be disclosed pursuant to applicable rules and regulations.

The information required by this Item 10, with the exception of information relating to our Code of Business Conduct (the “Code of Business Conduct”) as disclosed below, is incorporated herein by reference from the material included under the captions “Election of Directors,” “Executive Officers,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with our 2022 Annual Meeting of Stockholders (the “Proxy Statement”).

The Code of Business Conduct is written and is applicable to all employees, including our Chief Executive Officer, Chief Financial Officer, and Controller.

The Code of Business Conduct and our Code of Ethics for Directors, Corporate Governance Guidelines, and the charters of the Audit Committee, Nominating and Governance Committee and Compensation Committee of our Board of Directors are available and maintained on our website (http://www.amkor.com).

We intend to disclose on our website future amendments or waivers of the Code of Business Conduct required to be disclosed pursuant to applicable rules and regulations.

Executive Compensation

The information required by this Item 11 is incorporated herein by reference from the material included under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in our definitive proxy statement (to be filed pursuant to Regulation 14A) for our 2021 Annual Meeting of Stockholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12, with the exception of the equity compensation plan information presented below, is incorporated herein by reference to our definitive proxy statement (to be filed pursuant to Regulation 14A) for our 2021 Annual Meeting of Stockholders.

The information required by this Item 12, with the exception of the equity compensation plan information presented below, is incorporated herein by reference to the Proxy Statement.

EQUITY COMPENSATION PLAN

1 unchanged sentence

Securities to be

Options, Warrants and Rights

(In thousands) (b)

Exercise Price of

Options, Warrants and Rights (1) (c)

Number of Securities

8 unchanged sentences

Total equity compensation plans 3,312 22,558

(1) As of December 31, 2020, a total of 2.9 million shares were reserved for issuance under the 2007 Plan.

Shares available for issuance under our 2007 Plan can be granted pursuant to stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares.

(1) Calculated without taking into account shares of common stock subject to outstanding RSUs and PSUs that will become issuable as those units vest without any cash consideration or other payment required for such shares.

(2) Consists of the 2007 Plan and the 2021 Plan.

(3) Includes 0.3 million shares of common stock subject to RSUs and PSUs, which entitle each holder to one share of common stock for each unit that vests over the holder’s period of continued service or based on the achievement of certain performance criteria.

(4) Represents the number of shares of common stock available for issuance under the 2021 Plan, as adjusted to account for full-value awards, which reduce the shares of common stock available for future issuance at a fungible ratio of 1:1.5 for each full-value award previously awarded.

The 2007 Plan terminated on the date of the 2021 Annual Meeting, and, accordingly, there were no shares available for future grants under the 2007 Plan as of December 31, 2021.

However, if an award under the 2021 Plan or under the 2007 Plan is forfeited, terminated, canceled, expires or is paid in cash, the shares subject to such award, to the extent of the forfeiture, termination, cancellation, expiration or cash payment, may be added back to the shares available for issuance under the 2021 Plan on a 1:1 basis for options and stock appreciation rights and on a 1.5:1 basis for all other equity awards.

The 2021 Plan, which was approved by our stockholders at the 2021 Annual Meeting, superseded and replaced the 2007 Plan.

As of December 31, 2021, a total of 22.6 million shares were available for issuance under the 2021 Plan.

Shares available for issuance under our 2021 Plan can be granted pursuant to stock options, restricted stock, RSUs, stock appreciation rights, PSUs and performance shares.

For additional information regarding the 2007 Plan and the 2021 Plan, see Note 2 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated herein by reference from the material included under the captions “Certain Relationships and Related Transactions” and “Proposal One — Election of Directors” in our definitive proxy statement (to be filed pursuant to Regulation 14A) for our 2021 Annual Meeting of Stockholders.

Principal Accountant Fees and Services

The information required by this Item 14 is incorporated herein by reference from the material included under the proposal “Ratification of Appointment of Independent Registered Public Accounting Firm” in our definitive proxy statement (to be filed pursuant to Regulation 14A) for our 2021 Annual Meeting of Stockholders.

Exhibits and Financial Statement Schedules

(a) Financial Statements, Financial Statement Schedules and Exhibits

The financial statements and schedules filed as part of this Annual Report on Form 10-K are listed in the index under Part II, Item 8 of this Annual Report.

The exhibits required by Item 601 of Regulation S-K which are filed with this report or incorporated by reference herein are set forth below.

The financial statements and schedules filed as part of this Form 10-K are listed in the index under Part II, Item 8 of this Form 10-K.

The exhibits required by Item 601 of Regulation S-K that are filed with this Form 10-K or incorporated by reference herein are set forth below.

Management contracts or compensatory plans or arrangements are identified by an asterisk.

Incorporated by Reference Filed Herewith

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

6 unchanged sentences

3.2 Certificate of Correction to Certificate of Incorporation.

S-1 3.1 4/8/98

POSAM — 8/26/98

3.3 Restated Bylaws as amended on November 5, 2013.

25 unchanged sentences

10-Q 6/30/19 10.3 8/1/19

Incorporated by Reference Filed Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.9 Form of Global Stock Option Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*

10-Q 6/30/20 10.1 7/30/20

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.10 Form of Global Restricted Stock Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*

8 unchanged sentences

8-K 10.2 2/5/21

10.15 Amkor Technology, Inc.

2021 Equity Incentive Plan*

8-K 10.1 5/20/21

10.16 Form of Global Non-Employee Director Nonstatutory Stock Option Award Agreement*

8-K 10.2 5/20/21

10.17 Form of Global Non-Employee Director Restricted Stock Award Agreement*

8-K 10.3 5/20/21

10.18 Form of Global Stock Option Award Agreement*

8-K 10.4 5/20/21

10.19 Form of Global Restricted Stock Award Agreement*

8-K 10.5 5/20/21

10.20 Form of Global Performance-Vested Restricted Stock Unit Award Agreement*

8-K 10.6 5/20/21

10.21 Form of Global Time-Vested Restricted Stock Unit Award Agreement*

8-K 10.7 5/20/21

10.22 Amended and Restated Executive Incentive Bonus Plan*

8-K 10.2 5/5/17

10.16 Retirement and Release Agreement, dated May 15, 2019, between Amkor Technology, Inc.

10-Q 6/30/19 10.1 8/1/19

10.23 Employment Letter Agreement, dated June 24, 2020, between Amkor Technology, Inc.

4 unchanged sentences

10-Q 6/30/20 10.4 10/30/20

10.25 Separation and Release Agreement, dated September 27, 2021, between Amkor Technology, Inc.

10-Q 9/30/21 10.1 10/29/21

10.26 Syndicated Loan Agreement among J-Devices Corporation, Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of July 13, 2018 (English translation).

6 unchanged sentences

8-K 10.3 7/19/18

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.29 Amendment to Loan and Security Agreement, dated as of July 8, 2019, by and amount Amkor Technology Singapore Holding Pte, Ltd., Bank of America, N.A.

5 unchanged sentences

8-K 10.1 12/26/19

Incorporated by Reference Filed Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.32 Guaranty by Amkor Technology, Inc.

4 unchanged sentences

8-K 10.3 12/26/19

10.34 Non-Employee Director Compensation Policy

10.35 Form of Global Non-Employee Director Time-Vested Restricted Stock Unit Award Agreement*

10.36 Amendment One to the Amkor Technology, Inc.

2021 Equity Incentive Plan*

21.1 List of subsidiaries of the Registrant.

10 unchanged sentences

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

8 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Guillaume Marie Jean Rutten and Megan Faust, and each of them, his attorneys-in-fact, and agents, each with the power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and conforming all that said attorneys-in-fact and agents of any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Guillaume Marie Jean Rutten and Megan Faust, and each of them, his or her attorneys-in-fact, and agents, each with the power of substitution, for and in the name, place and stead of such person, in any and all capacities, to sign any and all amendments to this Form 10-K, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and conforming all that said attorneys-in-fact and agents of any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Guillaume Marie Jean Rutten President and Chief Executive Officer February 18, 2022

Guillaume Marie Jean Rutten

Guillaume Marie Jean Rutten (Principal Executive Officer)

/s/ Megan Faust Executive Vice President and Chief Financial Officer February 18, 2022

Megan Faust (Principal Financial Officer and Principal Accounting Officer)

Kim Executive Chairman February 18, 2022

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures