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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-18 · 42 added, 17 removed, 199 unchanged (23% of the section changed)

1 unchanged sentence

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.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports to the 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.

18 unchanged sentences

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”).

Election of Directors,” “Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports” in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2022 in connection with our 2023 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.

2 unchanged sentences

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.

The information required by this Item 11 is incorporated herein by reference from the material included under the captions “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” “Pay Ratio” and “Compensation Committee Report” in the Proxy Statement.

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.

The information required by this Item 12, with the exception of the equity compensation plan information presented below, is incorporated herein by reference from the material included under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

EQUITY COMPENSATION PLAN

26 unchanged sentences

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.

The information required by this Item 13 is incorporated herein by reference from the material included under the captions “Corporate Governance - Certain Relationships and Related Transactions” and “Proposal One:

Election of Directors” in the Proxy Statement.

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

The information required by this Item 14 is incorporated herein by reference from the material included under the caption “Proposal Three:

Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement

Exhibits and Financial Statement Schedules

40 unchanged sentences

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

Incorporated by Reference Included 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

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

11 unchanged sentences

8-K 10.1 5/20/21

10.16 Amendment One to the Amkor Technology, Inc.

2021 Equity Incentive Plan*

10-K 12/31/21 10.36 2/18/22

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

10 unchanged sentences

8-K 10.7 5/20/21

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

10-K 12/31/21 10.35 2/18/22

10.24 Amended and R e stated Non-Employee Director Compensation Policy

10-Q 6/30/22 10.1 8/4/22

10.25 Second Amended and Restated Non-Employee Director Compensation Policy

10.26 Amended and Restated Executive Incentive Bonus Plan*

8 unchanged sentences

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

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.30 Executive Severance Agreement, dated November 15, 2022, between Amkor Technology, Inc.

and Giel Rutten*

10.31 Executive Severance Agreement, dated November 15, 2022, between Amkor Technology, Inc.

and Megan Faust*

10.32 Executive Severance Agreement, dated November 15, 2022, between Amkor Technology, Inc.

and Farshad Haghighi*

10.33 Executive Severance Agreement, dated November 15, 2022, between Amkor Technology, Inc.

and Mark Rogers*

10.34 Executive Severance Agreement, dated February 13, 2023, between Amkor Technology, Inc.

and Kevin Engel*

10.35 Executive Employment Agreement, effective January 1, 2023, between Amkor Technology Korea, Inc.

and Steve Shin*†

10.36 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

10.39 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.

11 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*

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.43 Secured Facility Agreement, dated March 28, 2022, between Amkor Technology, Inc., as parent, Amkor Technology Singapore Holding Pte.

Ltd., as borrower, the subsidiaries of the borrower set forth in the schedules thereto, as original guarantors, the Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (“HSBC”) and DBS Bank Ltd., each as mandated lead arranger and bookrunner, the other financial institutions party thereto, as lenders, HSBC, as agent and offshore security trustee, and CTBC Bank Co., Ltd., as onshore security agent.

8-K 10.1 3/29/22

21.1 List of subsidiaries of the Registrant.

23.1 Consent of PricewaterhouseCoopers LLP.

24.1 Power of Attorney (included on the Signatures page of this Report on Form 10-K).

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.

8 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

* Indicates management compensatory plan, contract or arrangement.

** Furnished herewith

† Exhibit includes confidential information that has been redacted.

Form 10-K Summary

11 unchanged sentences

Guillaume Marie Jean Rutten (Principal Executive Officer)

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

/s/ Megan Faust Executive Vice President, Chief Financial Officer, and Treasurer February 22, 2023

Megan Faust (Principal Financial Officer and Principal Accounting Officer)

15 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