Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports to the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, based on the definition of “disclosure controls and procedures” in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. In designing and evaluating the disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021, and concluded those disclosure controls and procedures were effective as of that date.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). 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, 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.
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Table of Contents
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
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.
Item 11. 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 the Proxy Statement.
Item 12. 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 the Proxy Statement.
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EQUITY COMPENSATION PLAN
The following table summarizes our equity compensation plan as of December 31, 2021:
(a)
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants and Rights
(In thousands) (b)
Weighted
Average
Exercise Price of
Outstanding
Options, Warrants and Rights (1) (c)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column(a))
(In thousands)
Equity compensation plan approved by stockholders (2) 3,312 (3) $ 10.34 22,558 (4)
Equity compensation plans not approved by stockholders — — —
Total equity compensation plans 3,312 22,558
(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.
Item 13. 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 the Proxy Statement.
Item 14. 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 the Proxy Statement
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedules and Exhibits
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 Included Herewith
Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date
2.1 Sales Contract of Commodity Premises between Shanghai Waigaoqiao Free Trade Zone Xin Development Co., Ltd. and Amkor Assembly & Test (Shanghai) Co., Ltd. dated May 7, 2004.
10-Q 6/30/04 2.3 8/6/04
3.1 Certificate of Incorporation.
S-1 3.1 10/6/97
3.2 Certificate of Correction to Certificate of Incorporation.
POSAM — 8/26/98
3.3 Restated Bylaws as amended on November 5, 2013.
10-K 12/31/13 3.3 2/28/14
4.1 Specimen Common Stock Certificate.
S-1/A 4.1 3/31/98
4.2 Indenture, dated March 15, 2019, by and between Amkor Technology, Inc. and U.S. Bank National Association, as trustee, regarding the 6.625% Senior Notes due 2027.
8-K 4.1 3/5/19
4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10-K 12/31/19 4.3 2/19/20
10.1 Form of Indemnification Agreement for directors and officers.
S-1/A 10.1 3/31/98
10.2 2009 Voting Agreement, dated as of March 26, 2009, between Amkor Technology, Inc., James J. Kim and 915 Investments, LP.
8-K 10.1 4/1/09
10.3 Employment Letter Agreement, dated February 27, 2017, between Amkor Technology, Inc. and Stephen D. Kelley.*
8-K 10.1 3/3/17
10.4 Form of Stock Option Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*
10-Q 3/31/17 10.2 5/5/17
10.5 Form of Restricted Stock Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*
10-Q 3/31/17 10.3 5/5/17
10.6 Form of Outside Director Stock Option Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*
10-Q 3/31/17 10.4 5/5/17
10.7 Second Amended and Restated 2007 Equity Incentive Plan*
8-K 10.1 5/5/17
10.8 Amendment One to Second Amended and Restated 2007 Equity Incentive Plan*
10-Q 6/30/19 10.3 8/1/19
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
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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.*
10-Q 6/30/20 10.2 7/30/20
10.11 Form of Global Outside Director Nonstatutory Stock Option Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*
10-Q 9/30/20 10.1 10/30/20
10.12 Form of Global Outside Director Restricted Stock Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*
10-Q 9/30/20 10.2 10/30/20
10.13 Form of Global Performance-Vested Restricted Stock Unit Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*
8-K 10.1 2/5/21
10.14 Form of Global Time-Vested Restricted Stock Unit Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*
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
10.23 Employment Letter Agreement, dated June 24, 2020, between Amkor Technology, Inc. and Guillaume Marie Jean Rutten.*
10-Q 6/30/20 10.3 10/30/20
10.24 Separation Agreement and Release, effective July 4, 2020, between Amkor Technology, Inc. and Stephen D. Kelley.*
10-Q 6/30/20 10.4 10/30/20
10.25 Separation and Release Agreement, dated September 27, 2021, between Amkor Technology, Inc. and John C. Stone*
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).
8-K 10.1 7/19/18
10.27 Guaranty by Amkor Technology, Inc. in favor of Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of July 13, 2018 (English translation).
8-K 10.2 7/19/18
10.28 Loan and Security Agreement, dated as of July 13, 2018, by and among Amkor Technology Singapore Holding Pte, Ltd., Bank of America, N.A. and other financial institutions.
8-K 10.3 7/19/18
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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. and other financial institutions.
10-Q 6/30/19 10.2 8/1/19
10.30 Guaranty and Security Agreement, dated as of July 13, 2018, by and among Amkor Technology, Inc., and Bank of America, N.A.
8-K 10.4 7/19/18
10.31 Syndicated Loan Agreement among J-Devices Corporation, Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of December 23, 2019 (English translation)
8-K 10.1 12/26/19
10.32 Guaranty by Amkor Technology, Inc. in favor of Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of December 23, 2019 (English translation)
8-K 10.2 12/26/19
10.33 Deed of Guaranty by Amkor Technology Singapore Holding Pte. Ltd. in favor of Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of December 23, 2019 (English translation)
8-K 10.3 12/26/19
10.34 Non-Employee Director Compensation Policy
X
10.35 Form of Global Non-Employee Director Time-Vested Restricted Stock Unit Award Agreement*
X
10.36 Amendment One to the Amkor Technology, Inc. 2021 Equity Incentive Plan*
X
21.1 List of subsidiaries of the Registrant.
X
23.1 Consent of PricewaterhouseCoopers LLP.
X
31.1 Certification of Guillaume Marie Jean Rutten, Chief Executive Officer of Amkor Technology, Inc., Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
X
31.2 Certification of Megan Faust, Chief Financial Officer of Amkor Technology, Inc., Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
X
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
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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
* Indicates management compensatory plan, contract or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed, on its behalf by the undersigned, thereunto duly authorized.
AMKOR TECHNOLOGY, INC.
By: /s/ Guillaume Marie Jean Rutten
Guillaume Marie Jean Rutten
President and Chief Executive Officer
Date: February 18, 2022
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 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 (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)
/s/ James J. Kim Executive Chairman February 18, 2022
James J. Kim
/s/ Susan Y. Kim Executive Vice Chairman February 18, 2022
Susan Y. Kim
/s/ Douglas A. Alexander Director February 18, 2022
Douglas A. Alexander
/s/ Roger A. Carolin Director February 18, 2022
Roger A. Carolin
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Name Title Date
/s/ Winston J. Churchill Director February 18, 2022
Winston J. Churchill
/s/ Daniel Liao Director February 18, 2022
Daniel Liao
/s/ MaryFrances McCourt Director February 18, 2022
MaryFrances McCourt
/s/ Robert R. Morse Director February 18, 2022
Robert R. Morse
/s/ Gil C. Tily Director February 18, 2022
Gil C. Tily
/s/ David N. Watson Director February 18, 2022
David N. Watson
98