def14a
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-12
AMKOR TECHNOLOGY, INC.
(Name of Registrant as Specified In Its Charter)
(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
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1900 South Price Road
Chandler, Arizona 85248
July 26, 2005
To our Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders of Amkor Technology, Inc. The Annual Meeting will
be held on Wednesday, August 24, 2005 at 11:00 a.m.,
at Wyndham Suites Valley Forge, 888 Chesterbrook Boulevard,
Wayne, Pennsylvania 19087, telephone number (610) 647-6700.
The actions expected to be taken at the Annual Meeting are
described in detail in the attached Proxy Statement and Notice
of Annual Meeting of Stockholders.
We also encourage you to read the Annual Report. It includes
information about our company, as well as our audited financial
statements. A copy of our Annual Report was previously sent to
you or is included with this Proxy Statement.
Please use this opportunity to take part in the affairs of Amkor
by voting on the business to come before this meeting.
Whether or not you plan to attend the meeting, please
complete, sign, date and return the accompanying proxy in the
enclosed postage-paid envelope. Returning the proxy does
NOT deprive you of your right to attend the meeting and
to vote your shares in person for the matters acted upon at the
meeting.
We look forward to seeing you at the Annual Meeting.
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Sincerely, |
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James J. Kim |
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Chairman of the Board and |
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Chief Executive Officer |
TABLE OF CONTENTS
AMKOR TECHNOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on August 24, 2005
Dear Amkor Stockholder:
On Wednesday, August 24, 2005, Amkor Technology, Inc., a
Delaware corporation, will hold its 2005 Annual Meeting of
Stockholders at The Wyndham Suites Valley Forge, located at 888
Chesterbrook Boulevard, Wayne, Pennsylvania 19087, telephone
number (610) 647-6700. The meeting will begin at
11:00 a.m.
Only stockholders who held stock at the close of business on
June 30, 2005 can vote at this meeting or any adjournments
that may take place. At the meeting we will:
1. Elect the board of directors.
2. Approve the ratification of the appointment of our
independent accountants for 2005.
3. Attend to other business properly presented at the meeting.
Your Board of Directors recommends that you vote in favor of
the two
proposals outlined in this proxy statement.
The approximate date of mailing for this proxy statement and
card is July 29, 2005.
July 26, 2005
Chandler, Arizona
YOUR VOTE IS IMPORTANT
To assure your representation at the annual Meeting, you are
requested to complete, sign and date the enclosed proxy as
promptly as possible and return it in the enclosed envelope,
which requires no postage if mailed in the United States.
AMKOR TECHNOLOGY, INC.
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Amkor Technology, Inc.
of proxies to be voted at the Annual Meeting of Stockholders to
be held on Wednesday, August 24, 2005, at 11:00 a.m.,
and at any adjournment that may take place.
The Annual Meeting will be held at The Wyndham Suites Valley
Forge, located at 888 Chesterbrook Boulevard, Wayne,
Pennsylvania 19087, telephone number (610) 647-6700. Our
principal executive offices are located at 1900 South Price
Road, Chandler, Arizona 85248, telephone number
(480) 821-5000.
We intend to mail definitive copies of these proxy materials on
or about July 29, 2005 to stockholders of record who held
our common stock on June 30, 2005.
The following is important information in a question-and-answer
format regarding the Annual Meeting and this Proxy Statement.
Q: What may I vote on?
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A: (1) |
The election of nine nominees to serve on our Board of Directors; |
AND
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(2) |
The ratification of the appointment of PricewaterhouseCoopers
LLP as our independent accountants for 2005. |
Q: How does the Board recommend I vote on the
proposals?
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A: |
The Board recommends a vote FOR each of the nominees and
FOR the appointment of PricewaterhouseCoopers LLP as independent
accountants for 2005. |
Q: Who is entitled to vote?
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Stockholders as of the close of business on June 30, 2005
(the Record Date) are entitled to vote at the Annual
Meeting. Each stockholder is entitled to one vote for each share
of common stock held on the Record Date. As of the Record Date,
176,714,357 shares of Amkors common stock were issued
and outstanding and held by 223 holders of record (including
shares held in street name). |
Q: How do I vote?
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You may vote in person at the Annual Meeting or by signing and
dating each proxy card you receive and returning it in the
prepaid envelope. |
Q: How can I change my vote or revoke my proxy?
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You have the right to revoke your proxy and change your vote at
any time before the meeting by notifying Amkors Secretary,
Joanne Solomon, c/o Amkor Technology, Inc., 1900 South
Price Road, Chandler, Arizona 85248, by returning a later-dated
proxy card, by voting in person at the meeting or by mailing a
written notice of revocation to the attention of Amkors
Secretary. |
Q: What does it mean if I get more than one proxy
card?
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It means you hold shares registered in more than one account.
Sign and return all proxies to ensure that all your shares are
voted. |
1
Q: What is a quorum?
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A quorum is a majority of the outstanding shares.
They may be present at the meeting or represented by proxy.
There must be a quorum for the meeting to be held and action to
be validly taken. If you submit a properly executed proxy card,
even if you abstain from voting, then you will be considered
part of the quorum. Abstentions are not counted in the tally of
votes FOR or AGAINST a proposal. A withheld
vote is the same as an abstention. If a broker indicates on a
proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter (broker
non-votes), those shares will not be counted as present or
represented for purposes of determining whether stockholder
approval of that matter has been obtained but will be counted
for purposes of establishing a quorum. |
Q: Who can attend the annual meeting?
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All stockholders as of the Record Date can attend. For
stockholders of record, government-issued picture identification
will be required to enter the meeting. If your shares are held
of record in the name of a broker or other nominee, please bring
proof of share ownership with you to the Annual Meeting as well
as your government-issued picture identification. A copy of your
brokerage account statement or an omnibus proxy (which you can
get from your broker) will serve as proof of share ownership.
Individuals arriving at the meeting site will not be admitted
unless the Company can verify ownership as of the record date as
described above or by some other means. |
Q: How will voting on any other business be
conducted?
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Although we do not know of any business to be considered at the
2005 Annual Meeting other than the proposals described in this
proxy statement, if any other business is properly presented at
the Annual Meeting, your signed proxy card gives authority to
James J. Kim, Amkors Chief Executive Officer, and Kenneth
T. Joyce, Amkors Chief Financial Officer, to vote your
shares on such matters at their discretion. |
Q: How and when may I submit proposals for the 2006
Annual Meeting next year?
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To have your proposal included in our proxy statement for the
2006 Annual Meeting, you must submit your proposal in writing on
or before March 31, 2006 to Amkors Secretary,
c/o Amkor Technology, Inc., 1900 South Price Road, Arizona
85248. |
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If you submit a proposal for the 2006 Annual Meeting after
June 14, 2006, the proxy for the 2006 Annual Meeting may
confer upon management discretionary authority to vote on your
proposal. |
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You should also be aware of certain other requirements you must
meet to have your proposal brought before the 2006 Annual
Meeting, and these requirements are explained in Rule 14a-8
of the Securities Exchange Act of 1934. |
Q: Who is soliciting proxies?
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A: |
This solicitation of proxies is made by the Board of Directors,
and all related costs will be borne by Amkor. |
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We have retained the services of Georgeson Shareholder to aid in
the distribution of annual meeting materials to brokers, bank
nominees and other institutional owners. We estimate we will pay
Georgeson Shareholder a fee of approximately $4,000 for such
services. |
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Proxies may also be solicited by certain of Amkors
officers and regular employees, without additional compensation,
in person or by telephone or facsimile. |
2
PROPOSAL ONE
ELECTION OF DIRECTORS
There are nine candidates nominated for election to the Board of
Directors (Board of Directors or Board)
this year, six of our incumbent directors and three additional
director nominees. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for the election
of the nine nominees named below. Each nominee has consented to
be named a nominee in this proxy statement and to serve as a
director if elected. Should any nominee become unable or decline
to serve as a director or should additional persons be nominated
at the meeting, the proxy holders intend to vote all proxies
received by them in such a manner as will assure the election of
as many nominees identified below as possible (and, if
additional nominees have been designated by the Board to fill
any vacancies, in such manner as to elect such additional
nominees). All directors are elected annually and serve a
one-year term until our next annual meeting, or until their
successor is duly elected. We expect that each nominee will be
able to serve as a director.
Required Vote
Directors are elected by a plurality of votes cast, so the nine
candidates receiving the highest number of affirmative votes
cast will be elected as directors. Votes withheld and broker
non-votes are not counted toward the total votes cast in favor
of a nominee.
Your Board unanimously recommends a vote FOR the
election of each of the nominees for director below.
Nominees for the Board of Directors
The following table sets forth the names and the ages as of
June 30, 2005 of our six incumbent directors who are being
nominated for re-election to the Board of Directors and three
additional nominees for election to the Board of Directors.
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Incumbent Directors Nominated for Re-Election:
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James J. Kim
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69 |
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Chief Executive Officer and Chairman |
John N. Boruch
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63 |
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President, Chief Operating Officer and Director |
Winston J. Churchill(1)(2)(3)(4)
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64 |
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Director |
Gregory K. Hinckley(2)(4)
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58 |
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Director |
Juergen Knorr(4)
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72 |
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Director |
James W. Zug(2)(3)(4)
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64 |
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Director |
Additional Nominees for Election to the Board:
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Albert J. Hugo-Martinez(4)(5)
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59 |
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Nominee for Director |
John T. Kim(6)
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36 |
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Nominee for Director |
Constantine N. Papadakis(4)(7)
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59 |
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Nominee for Director |
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(1) |
Member of Compensation Committee. |
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(2) |
Member of Audit Committee. |
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(3) |
Member of Nominating and Governance Committee. |
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(4) |
Independent directors or independent nominees for director, as
determined by the board of directors. |
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(5) |
Nominee recommended by an executive officer other than the chief
executive officer and approved by the Nominating and Governance
Committee for inclusion on the enclosed proxy card. |
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(6) |
Nominee recommended by the chief executive officer and approved
by the Nominating and Governance Committee for inclusion on the
enclosed proxy card. |
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Nominee recommended by a non-management director and approved by
the Nominating and Governance Committee for inclusion on the
enclosed proxy card. |
3
Biographies of Nominees and Current Directors
James J. Kim. James J. Kim, 69, has served as our
Chief Executive Officer and Chairman since September 1997.
Mr. Kim founded our predecessor, Amkor Electronics, Inc.,
in 1968 and served as its Chairman from 1970 to April 1998.
Mr. Kim is a director of Electronics Boutique Holdings
Corp., an electronics retail chain. Mr. James Kim is the
brother of Jooho Kim, our Executive Vice President of Corporate
Strategy, and the father of John Kim, a nominee for director.
John N. Boruch. John N. Boruch, 63, was
reappointed as our President and Chief Operating Officer in
September 2004, after serving as Vice Chairman since January
2004. He has been a director since 1997. Mr. Boruch joined
Amkor in 1984, and from 1984 to 1992 he was Corporate Vice
President in charge of sales. He was named President in February
1992 and Chief Operating Officer in September 1997. Prior to
joining Amkor, Mr. Boruch was with Motorola, a
communications and electronics company, for 18 years.
Mr. Boruch earned a B.A. in Economics from Cornell
University. Mr. Boruch is also a director of the Fabless
Semiconductor Association.
Winston J. Churchill. Winston J. Churchill, 64,
has been a director of Amkor since July 1998. Mr. Churchill
is a managing general partner of SCP Private Equity Partners,
which manages private equity funds for institutional investors.
Mr. Churchill is also Chairman of CIP Capital Management,
Inc., an SBA licensed private equity fund. Previously,
Mr. Churchill was a managing partner of Bradford
Associates, which managed private equity funds on behalf of
Bessemer Securities Corporation and Bessemer Trust Company. From
1967 to 1983 he practiced law at the Philadelphia firm of Saul,
Ewing, Remick & Saul where he served as Chairman of the
Banking and Financial Institutions Department, Chairman of the
Finance Committee and was a member of the Executive Committee.
Mr. Churchill is a director of Auxilium Pharmaceuticals,
Inc., Griffin Land and Nurseries, Inc., Innovative Solutions and
Support, Inc. and of various SCP portfolio companies. In
addition, he serves as a director of a number of charities and
as trustee of educational institutions including Fordham
University, Georgetown University, the Gesu School and the Young
Scholars Charter School. From 1989 to 1993, Mr. Churchill
served as Chairman of the Finance Committee of the Pennsylvania
Public School Employees Retirement System.
Gregory K. Hinckley. Gregory K. Hinckley, 58, has
been a director of our company since November 1997.
Mr. Hinckley has served as Director, President and Chief
Operating Officer of Mentor Graphics Corporation, an electronics
design automation software company, since November 2000. From
January 1997 until November 2000, he held the position of
Executive Vice President, Chief Operating Officer and Chief
Financial Officer of Mentor Graphics Corporation. From November
1995 until January 1997, he held the position of Senior Vice
President with VLSI Technology, Inc., a manufacturer of complex
integrated circuits. From August 1992 until December 1996,
Mr. Hinckley held the position of Vice President, Finance
and Chief Financial Officer with VLSI Technology, Inc. He is a
member of the board of directors of Unova, Inc. and Arcsoft, Inc.
Juergen Knorr. Juergen Knorr, 72, has been a
director of Amkor since February 2001. Dr. Knorr is the
former CEO and Group President of Siemens Semiconductor Group, a
semiconductor company, and a former Member of the Executive
Board of Siemens AG. Following his retirement from Siemens in
1996, Dr. Knorr has taken an active role in advancing the
European semiconductor industry as a member of the Joint
European Submicron Silicon Initiative, as past president of the
European Electronics Components Manufacturer Association, and as
president and chairman of Micro Electronics Development for
European Applications (MEDEA).
James W. Zug. James W. Zug, 64, has been a
director of Amkor since January 2003. Mr. Zug retired from
PricewaterhouseCoopers LLP in 2000 following a 36-year career at
PricewaterhouseCoopers and Coopers & Lybrand, both
public accounting firms. From 1998 until his retirement,
Mr. Zug was Global Leader Global Deployment for
PricewaterhouseCoopers. From 1993 to 1998 Mr. Zug was
Managing Director International for Coopers & Lybrand.
He also served as audit partner for a number of public companies
over his career. PricewaterhouseCoopers is Amkors
independent accounting firm; however, Mr. Zug was not
involved with servicing Amkor during his tenure at
PricewaterhouseCoopers. Mr. Zug serves on the boards of
directors of Brandywine Group of mutual funds and Teleflex, Inc.
Mr. Zug served on the
4
boards of directors of SPS Technologies, Inc. and Stackpole Ltd.
prior to the sale of both of these companies in 2003.
Albert J. Hugo-Martinez. Albert J. Hugo-Martinez,
59, is a nominee for director of Amkor. Since February 2000,
Mr. Hugo-Martinez has served as Chief Executive Officer of
Hugo-Martinez Associates, a consulting and advisory firm. From
February 1999 to February 2000, he served as Chairman and Chief
Executive Officer of Network Webware, Inc., an Internet software
company. From March 1996 until November 1999, he served as
President and Chief Executive Officer and a member of the board
of directors of GTI Corporation, a manufacturer of ISDN-ADSL and
local area network subcomponents. From 1988 to 1995 he served as
President and Chief Executive Officer of Applied Micro Circuits
Corporation, and from 1979 to 1987 he served as Executive Vice
President and Chief Operating Officer of Burr Brown Corporation.
Mr. Hugo-Martinez is also a member of the board of
directors of Microchip Technology, Inc., a former member of the
board of directors of On Semiconductor Corporation and former
Chairman of the board of directors of Ramtron International
Corporation.
John T. Kim. John T. Kim, 36, is a nominee for
director of Amkor. Mr. Kim is currently our Director of
Corporate Development, and he has served in various other
positions since 1992 as an Amkor employee and as an employee of
our predecessor, Amkor Electronics, Inc., including as Director
of Investor Relations. Mr. John Kim is the son of James J.
Kim, our Chief Executive Officer and Chairman, and the nephew of
Jooho Kim, our Executive Vice President of Corporate Strategy.
Constantine N. Papadakis. Constantine N.
Papadakis, 59, is a nominee for director of Amkor.
Dr. Papadakis is President of Drexel University, a position
he has held since 1995. From 1986 to 1995, Dr. Papadakis
was Dean of the College of Engineering at the University of
Cincinnati, and from 1984 to 1986 he was Professor and Head of
the Civil Engineering Department of Colorado State University.
Prior to returning to academia, Dr. Papadakis served as
Vice President of Tetra Tech Inc., a Honeywell subsidiary; as
Vice President of STS Consultants, Ltd.; and as Chief Civil
Engineer with Bechtel Power Corporation. He presently serves on
the boards of directors of Sovereign Bank, Inc., Aqua America,
Met-Pro Corporation and Mace Security International, Inc. as
well as the Philadelphia Stock Exchange and various charitable
and civic organizations.
Thomas D. George. Thomas D. George, 64, has been a
director of our company since November 1997. Mr. George was
Executive Vice President, and President and General Manager,
Semiconductor Products Sector (SPS) of Motorola,
Inc., from April 1993 to May 1997. Prior to that, he held
several positions with Motorola, Inc., including Executive Vice
President and Assistant General Manager, SPS, from November 1992
to April 1993 and Senior Vice President and Assistant General
Manager, SPS, from July 1986 to November 1992. Mr. George
is currently retired and is a director of Ultratech Stepper. We
thank Mr. George for his years of service to Amkor and wish
him well following the election of the new directors at our
Annual Meeting.
Director Compensation
We do not compensate directors who are also employees or
officers of our company for their services as directors.
Non-employee directors, however, are eligible to receive:
(1) an annual retainer of $25,000, (2) $2,000 per
meeting of the board of directors that they attend,
(3) $2,000 per meeting of a committee of the board of
directors that they attend or $3,000 for committee chairs and
(4) $500 per non-regularly scheduled telephonic
meeting of the board of directors in which they participate. We
also reimburse non-employee directors for travel and related
expenses incurred by them in attending board and committee
meetings.
1998 Director Option Plan: Our board of directors
adopted the 1998 Director Option Plan (the Director
Plan) in January 1998. A total of 300,000 shares of
common stock have been reserved for issuance under the Director
Plan. The option grants under the Director Plan are automatic
and non-discretionary. As of January 1, 2003, the Director
Plan provides for an initial grant of options to
purchase 20,000 shares of common stock to each new
non-employee director of the company when such individual first
becomes an outside director. In addition, each non-employee
director will automatically be granted subsequent options to
purchase 10,000 shares of common stock on each date on
which such director is re-elected by the stockholders of the
company, provided that as of such date such director has served
on the board of directors for at least six months. The exercise
price of the options is 100% of the fair market value of the
common stock on the grant date. The term of each option is ten
years and each option granted to a non-employee director vests
over a three year period. The Director Plan will terminate in
January 2008 unless sooner terminated by the board of directors.
As of December 31, 2004, there are no shares available for
future grant under the Director Plan. However, future grants to
non-employee directors may be granted under the 1998 Stock Plan.
5
If all or substantially all of our assets are sold to another
entity or we merge with or into another corporation or entity,
the acquiring entity or corporation may either assume all
outstanding options under the Director Plan or may substitute
equivalent options. Following an assumption or substitution, if
the director is terminated other than upon a voluntary
resignation, any assumed or substituted options will vest and
become exercisable in full. If the acquiring entity does not
either assume all of the outstanding options under the Director
Plan or substitute an equivalent option, each option issued
under the Director Plan will immediately vest and become
exercisable in full.
BOARD MEETINGS & COMMITTEES
Our Board of Directors meets approximately four times a year in
regularly scheduled meetings, but will meet more often if
necessary. The Board held six meetings and acted by unanimous
written consent on two occasions during 2004. Each director
attended at least 75% of all board and applicable committee
meetings. The Board has determined that each of
Messrs. Churchill, George, Hinckley, Hugo-Martinez, Knorr,
Papadakis and Zug is independent under the listing standards of
the NASDAQ Stock Market.
The Board has established a compensation committee, an audit
committee and a nominating and governance committee. All members
of the committees are appointed by the Board and are independent
under the listing standards of the NASDAQ Stock Market.
The Compensation Committee is currently comprised of
Mr. Churchill and Mr. Thomas George. The Compensation
Committee: (1) reviews and approves annual salaries,
bonuses, and grants of stock options pursuant to our 1998 Stock
Plan and our 2003 Nonstatutory Inducement Grant Stock Plan and
(2) reviews and approves the terms and conditions of all
employee benefit plans or changes to these plans. During 2004,
the Compensation Committee met three times apart from regular
meetings with the entire Board of Directors.
The Audit Committee is comprised of Messrs. Churchill,
Hinckley and Zug, all of whom meet the experience requirements
set forth in the Nasdaq rules. The Board has determined that two
of our three Audit Committee members, Messrs. Hinckley and
Zug, qualify as audit committee financial experts as defined by
the SEC. All three members of the Audit Committee are
independent as defined by the SEC. Among other responsibilities,
the Audit Committee: (1) approves the hiring of the
independent accountants and pre-approves all audit engagement
fees, (2) pre-approves non-audit services provided to the
Company by the independent accountants (or subsequently approves
non-audit services in those circumstances where a subsequent
approval is necessary and permissible), (3) oversees the
work of the independent accountants, (4) reviews and
provides guidance with respect to the external audit and the
Companys relationship with its independent accountants,
(5) reviews and discusses with management and the
independent accountants the contents of the Companys
periodic reports and earnings releases, (6) reviews and
approves in advance any proposed related-party transactions,
(7) discusses with management and internal audit
representatives the activities, organizational structure and
qualifications of the Companys internal audit function and
(8) reviews any reports by management or internal auditors
regarding the effectiveness of, or any deficiencies in, the
design or operation of internal controls. The Board has adopted
a written charter for the Audit Committee which is available on
our website at www.amkor.com. The Audit Committee met ten times
in 2004 apart from regular meetings with the entire board. In
connection with the execution of the responsibilities of the
Audit Committee, including the review of the companys
quarterly earnings prior to the public release of the
information, the Audit Committee members communicated throughout
2004 with the companys management and independent
accountants.
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Nominating and Governance Committee |
The Nominating and Governance Committee is comprised of
Messrs. Churchill and Zug. The Nominating and Governance
Committee assesses prospective candidates for the Board, makes
recommendations to the entire Board with regard to such
candidates, evaluates the composition, organization, and
governance of the Board and its committees, and makes
recommendations for the boards review with regard
6
to the same. The Board has adopted a written charter for the
Nominating and Governance Committee which is available on our
website at www.amkor.com. The Nominating and Governance
Committee met two times during 2004 apart from regular meetings
with the entire board.
The Nominating and Governance Committee determines the required
selection criteria and qualifications of director nominees based
upon the needs of our company at the time nominees are
considered. The Nominating and Governance Committee considers
factors including character, judgment, independence, age,
expertise, diversity of experience, length of service and other
commitments.
The Nominating and Governance Committee will consider the above
factors for nominees identified by the Nominating and Governance
Committee itself. The Nominating and Governance Committee uses
the same process for evaluating all nominees, regardless of the
original source of nomination. The Nominating and Governance
Committee does not currently use the services of any third party
search firm to assist in the identification or evaluation of
Board member candidates. However, the committee may use such
services in the future, as it deems necessary or appropriate at
the time in question.
It is the policy of the Nominating and Governance Committee to
consider both recommendations and nominations for candidates to
the Board from stockholders. Stockholders wishing to recommend a
candidate for consideration by the Nominating and Governance
Committee as nominees for election to the Board of Directors can
do so by writing to our Corporate Secretary at our principal
executive offices giving each such candidates name, home
and business contact information, detailed biographical data and
qualifications, information regarding any relationships between
the candidate and Amkor within the last three years, written
indication of the candidates willingness to serve if
elected, and evidence of the nominating persons ownership
of Amkor stock.
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Communications with the Board of Directors |
Although we do not currently have a formal policy regarding
communications with the Board of Directors, stockholders may
communicate with the Board of Directors by writing to us at
Amkor Technology, Inc., Attn. Investor Relations, 1900 South
Price Road, Chandler, Arizona 85248. Stockholders who would like
their submission directed to a member of the Board of Directors
may so specify, and the communication will be forwarded, as
appropriate.
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Annual Meeting Attendance |
Six of our incumbent directors attended the 2004 annual meeting
of stockholders.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors currently
consists of Mr. Winston Churchill (Chairman) and
Mr. Thomas George. No member of the Compensation Committee
during 2004 was an employee of Amkor or any of its subsidiaries.
Each member meets the definition of non-employee
director under Rule 16b-3 of the Securities Exchange
Act of 1934, as amended, and is an outside director
within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the Code).
The Compensation Committee has overall responsibility for
Amkors executive compensation policies and practices. The
Compensation Committees functions include:
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Reviewing and making recommendations to the Board of Directors
regarding the compensation policy for the executive officers and
directors of the Company, and such other officers of the Company
as directed by the Board. |
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Granting awards to executive officers under our stock option
incentive plans. |
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Reviewing and making recommendations to the Board of Directors
regarding compensation goals and guidelines for our employees
and criteria by which bonuses to our employees are determined. |
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Administering our 1998 Stock Plan, its Employee Stock Purchase
Plan and the 2003 Nonstatutory Inducement Grant Stock Plan. |
7
Amkors compensation philosophy is to attract and retain
top talent within the electronics industry through a
multifaceted compensation approach. This includes aligning base
pay with companies with whom we compete for top talent. These
companies are within both the semiconductor and printed circuit
board manufacturing sectors. Our approach to total cash
compensation is that it should vary with Amkors
performance in attaining its financial and operational
objectives. We have an incentive program for all employees which
is proportional to our profitability. In addition, we have an
executive bonus program that is based on annual operational
performance.
It is the Compensation Committees objective to establish
base salaries at levels that are comparable to those paid to
executives with comparable qualifications, experience and
responsibilities at other companies in the electronics industry,
including semiconductor and printed circuit board companies. The
Compensation Committee believes that it is necessary to attract
and retain the leaders in the electronics industry, as Amkor
competes with these companies for executive talent. At the end
of the fiscal year, each executive officer was reviewed by
Mr. Kim. The review of executive officers made in fiscal
2004 for performance related to their specific function within
the organization and results achieved by them relative to key
performance factors. The Compensation Committee reviewed
independently these recommendations and approved, with any
modifications that it deemed appropriate, the annual salary,
including salary increases, for the executive officers.
Industry, peer group and national survey results were also
considered in making salary determinations to maintain parity of
our pay practices within the electronics industry.
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Compensation for the Chief Executive Officer |
In fiscal 2004, James J. Kim served as the Chairman of the Board
and Chief Executive Officer of Amkor. The Compensation
Committees criteria for determining Mr. Kims
compensation were driven by several factors: the competitive
marketplace, our position in the rapidly evolving technology
sector in which it operates, our operating and financial
performance in 2004 and, most importantly, Mr. Kims
leadership and establishment and implementation of strategic
direction for Amkor.
The Compensation Committee believes that Mr. Kims
performance throughout the fiscal year ended December 31,
2004 was outstanding and that he continues to demonstrate highly
effective leadership.
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Annual Incentive Compensation |
Each executive officers performance, as well as their
total cash compensation on a peer-market level, was evaluated by
the Compensation Committee to determine the appropriate cash
bonus award. Additionally, industry standards regarding cash
bonuses as a percentage of total base pay were reviewed to
ensure alignment within the industry.
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Executive Incentive Bonus Plan |
An executive incentive plan was established by the Compensation
Committee in 1999. This Executive Incentive Bonus Plan (the
EIBP), is a cash based incentive bonus program. The
purpose of this plan is to align executive officers as
well as key employees performance with Amkors
objectives and operating income and revenue growth. The EIBP
establishes performance targets for each of these three
measures, and determines, by individual, the targeted bonus
level for performance.
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Employee Profit Sharing Plan |
Most of our employees are eligible to participate in a cash
bonus program which is proportional to corporate profitability.
Annually, a percentage of our profit before taxes is allocated
to the profit sharing pool. This allocation is distributed as a
percentage of employees base pay, to eligible participants
within our company.
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Long-Term Incentive Compensation |
Long-term incentive compensation currently consists solely of
stock options. The Compensation Committee is responsible for the
administration of our stock option program. Option grants are
made under the
8
1998 Stock Option Plan, as amended, at the fair market price on
the date of grant and expire up to ten years after the date of
the grant. The Compensation Committee believes that stock
options are a competitive necessity in the electronics industry.
As a general rule, the Compensation Committee believes that a
certain portion of the compensation package for all Executive
Officers should be based on long-term incentives.
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Winston J. Churchill, Chair |
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Thomas D. George |
REPORT OF THE AUDIT COMMITTEE
The role of the Audit Committee is to review Amkors
financial reporting process on behalf of the Board of Directors.
The Audit Committee is comprised solely of independent
directors, as defined in the NASDAQ listing standards, and it
operates under a written charter adopted by the Board of
Directors. The Audit Committee reviews and reassesses the
adequacy of the Audit Committee Charter on an annual basis.
The Audit Committees overall responsibility is one of
oversight. Management is responsible for Amkors
consolidated financial statements as well as for maintaining
effective internal controls over financial reporting, disclosure
controls and procedures, compliance with laws and regulations
and applicable ethical business standards. The independent
accountants are responsible for performing audits of
Amkors consolidated financial statements,
managements assessment of Amkors internal control
over financial reporting and of the effectiveness of such
internal controls in accordance with the standards of the Public
Company Accounting Oversight Board (PCAOB) and
issuing reports thereon. The Audit Committee met with the
independent accountants, with and without management present, to
discuss the results of their audits and the overall quality of
the Companys financial reporting.
In performing its oversight function, the Audit Committee
considered and discussed Amkors consolidated financial
statements and managements report on internal control over
financial reporting with management and the independent
accountants. The Audit Committee has also discussed with the
independent accountants the matters required to be discussed by
Statement of Auditing Standards, as amended, including Statement
of Auditing Standards No. 61, Communication with Audit
Committees, and the PCAOB standards.
The Audit Committee discussed with the independent accountants
their independence from Amkor and its management and obtained
the written disclosures from the independent accountants
required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees. The Audit
Committee considered whether the provision of non-audit services
by Amkors independent accountants is compatible with
maintaining the independent accountants independence. The
Audit Committee concluded that the independent accountants are
independent from Amkor and its management.
Based on all of the foregoing, the Audit Committee recommended
to the Board of Directors that Amkors consolidated
financial statements and managements report on internal
control over financial reporting along with the related reports
of our independent accountants be included in Amkors
Annual Report on Form 10-K/ A and be filed with the
Securities and Exchange Commission. The Audit Committee also
selected PricewaterhouseCoopers LLP as the independent
accountants for Amkor for fiscal 2005.
The foregoing report has been furnished by the following
directors and members of the Audit Committee:
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James W. Zug, Chair |
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Winston J. Churchill |
|
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Gregory K. Hinckley |
9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
During fiscal 2004, the Compensation Committee consisted of
Mr. Churchill and Mr. Thomas George. No member of the
Compensation Committee was an officer or employee of Amkor or
any of Amkors subsidiaries during fiscal 2004, or had any
relationship requiring disclosure below under Certain
Relationships and Related Transactions. None of
Amkors Compensation Committee members or executive
officers has served on the board of directors or on the
compensation committee of any other entity one of whose
executive officers served on our board of directors or on our
Compensation Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Employee Family Members of our Executive Officers |
Jooho Kim is a brother of James J. Kim, our Chief Executive
Officer and Chairman of the Board, and is employed as our
Executive Vice President of Corporate Strategy. Mr. Jooho
Kims compensation benefits are disclosed under the heading
Executive Compensation. Mr. Jooho Kim, together
with his children, own 19.2% of Anam Information Technology,
Inc., a company that provides computer hardware and software
components to Amkor Technology Korea, Inc. (a subsidiary of
Amkor). During 2004, purchases from Anam Information Technology,
Inc. totaled $1.2 million. Mr. Jooho Kim, together
with his wife and children, own 96.1% of Jesung C&M, a
company that provides cafeteria services to Amkor Technology
Korea, Inc. During 2004, Jesung C&Ms revenues derived
from Amkor totaled $6.4 million.
John T. Kim, nominee for director, is the son of James J. Kim
and is employed as our Director of Corporate Development.
Mr. John T. Kims base salary was $120,000 in 2004.
Mr. John T. Kim earned no bonus and was granted no stock
options in 2004 or 2003.
Catherine Loucks Boruch is the wife of John Boruch, our
President, Chief Operating Officer and Director, and is employed
as our Senior Vice President, Human Resources.
Ms. Loucks base salary, fringe benefits and bonus
earned were $215,250, $7,232 and $0, respectively, in 2004.
Ms. Loucks bonus earned in 2003 was $75,000 and was
paid during 2004. During 2004, Ms. Loucks was granted
15,000 stock options for which the exercise price was equal to
the fair market value of Amkor common stock on the date of grant.
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Other Related Party Transactions |
As of June 30, 2005, Mr. James J. Kim and members of
his immediate family, including Mr. John T. Kim, nominee
for director, beneficially owned approximately 42.5% of our
outstanding common stock, including shares of our common stock
subject to options that will be exercisable within 60 days
of that date.
Dongan Engineering Co., Ltd. is 100% owned by JooCheon Kim, a
brother of James J. Kim. Mr. JooCheon Kim is not an
employee of Amkor. Dongan Engineering Co., Ltd. provides
construction and maintenance services to Amkor Technology Korea,
Inc. and Amkor Technology Philippines, Inc., both subsidiaries
of Amkor. During 2004, these Amkor subsidiaries purchased
$3.0 million of services from Dongan Engineering Co., Ltd.
We purchase leadframe inventory from Acqutek. James J. Kim, our
Chairman and Chief Executive Officer, has an ownership interest
in Acqutek of approximately 17.7% at December 31, 2004.
Total purchases from Acqutek were $11.8 million during 2004.
We have entered into indemnification agreements with our
officers and directors. These agreements contain provisions
which may require us, among other things, to indemnify the
officers and directors against certain liabilities that may
arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct
of a culpable nature). We also agreed to advance them any
expenses for proceedings against them that we agreed to
indemnify them from.
We lease office space in West Chester, Pennsylvania from trusts
related to James J. Kim and John T. Kim. Amounts paid for space
leased from these trusts in 2004 were $1.1 million. We
subleased a portion of this space, and our 2004 sublease income
includes $0.6 million from a company in which certain of
our board
10
members have ownership interests. In the second quarter of 2005,
we vacated a substantial portion of the leased space and paid
the trusts $710,000 to settle the then-remaining lease
obligations associated with that space. We currently lease
approximately 2,700 square feet of office space from these
trusts.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires our officers and directors, and persons who own more
than ten percent of a registered class of our equity securities,
to file reports of ownership on Form 3 and changes in
ownership on Form 4 or 5 with the Securities and Exchange
Commission (the SEC) and the National Association of
Securities Dealers, Inc. Such officers, directors and
ten-percent stockholders are also required by SEC rules to
furnish Amkor with copies of all forms that they file pursuant
to Section 16(a).
Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons
that no other reports were required for such persons, Amkor
believes that all Section 16(a) filing requirements
applicable to our officers, directors and ten-percent
stockholders were complied with in a timely fashion during 2004,
with the exception of one report on Form 4 for each of the
non-employee directors. Amkor failed to report, on behalf of
directors Winston J. Churchill, Thomas D. George, Gregory K.
Hinckley, Juergen Knorr and Jim W. Zug, and former director John
B. Neff, a stock option grant that was granted on July 29,
2004. In each case, the required forms were not filed on a
timely basis but have since been filed.
NAMED EXECUTIVE OFFICERS
The following table sets forth the names and the ages as of
June 30, 2005 of our Chief Executive Officer and our four
other most highly compensated executive officers, which includes
all of our executive officers as of December 31, 2004, plus
information for an additional highly compensated employee who
was not serving as one of our executive officers at the end of
the last completed fiscal year (our Named Executive
Officers).
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Name |
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Age | |
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Position |
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| |
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James J. Kim
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|
69 |
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Chief Executive Officer and Chairman |
John N. Boruch
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63 |
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President, Chief Operating Officer and Director |
Kenneth T. Joyce
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58 |
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Executive Vice President and Chief Financial Officer |
Oleg Khaykin
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40 |
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|
Executive Vice President, Corporate Development and Flip Chip
Operations |
Jooho Kim
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52 |
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Executive Vice President, Corporate Strategy |
Michael J. Lamble
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49 |
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Corporate Vice President, Worldwide Sales |
James J. Kim. For a brief biography on
Mr. Kim, please see Proposal One
Election of Directors Nominees for the Board of
Directors.
John N. Boruch. For a brief biography on
Mr. Boruch, please see Proposal One
Election of Directors Nominees for the Board of
Directors.
Kenneth T. Joyce. Kenneth T. Joyce, 58, has served
as our Executive Vice President and Chief Financial Officer
since July 1999. Prior to his election as our Chief Financial
Officer, Mr. Joyce served as our Vice President and
Operations Controller since 1997. Prior to joining Amkor, he was
Chief Financial Officer of Selas Fluid Processing Corporation, a
subsidiary of Linde AG. Mr. Joyce began his accounting
career in 1971 at KPMG Peat Marwick. Mr. Joyce is a
certified public accountant. Mr. Joyce earned a B.S. in
Accounting from Saint Josephs University and an M.B.A. in
Finance from Drexel University.
Oleg Khaykin. Oleg Khaykin, 40, has served as our
Executive Vice President of Corporate Development and Flip Chip
Operations since joining Amkor in May 2003. Mr. Khaykin is
also responsible for Amkors flip chip and Singapore test
operations. Mr. Khaykin was appointed as an executive
officer in January 2004. Prior to joining Amkor,
Mr. Khaykin was the Vice President of Strategy and Business
Development for Conexant Systems Inc./ Mindspeed Technologies, a
company that designs, develops, and sells communication
11
integrated circuits for networking applications.
Mr. Khaykin also spent eight years working for The Boston
Consulting Group (BCG), a strategic consulting firm.
Mr. Khaykin earned a B.S. in Electrical and Computer
Engineering with Highest University Honors from Carnegie Mellon
University and an M.B.A. from Northwestern Universitys
J.L. Kellogg Graduate School of Management.
Jooho Kim. Jooho Kim, 52, was appointed as an
executive officer in January 2004. Mr. Kim has served as
our Executive Vice President of Corporate Strategy since August
2004. Prior to his current appointment, Mr. Kim served as
our Executive Vice President of Worldwide Manufacturing and
Senior Vice President of Enterprise Infrastructure. Mr. Kim
joined Amkor in February 2001 as Vice President of Business
Technology. Prior to joining Amkor, Mr. Kim was President
and Chief Executive Officer of Anam Telecom Inc. in Seoul,
Korea. Mr. Kim earned a Bachelor in Law degree from
KyungHee University, an M.B.A from Penn State University and a
Ph.D. in Business Administration from the University of
Colorado. Mr. Jooho Kim is the brother of James J. Kim, our
Chief Executive Officer and Chairman, and the uncle of John Kim,
a nominee for director.
Michael J. Lamble. Michael J. Lamble, 49, has
served as our Corporate Vice President of Worldwide Sales since
August 2002. Beginning in September 1997, Mr. Lamble was
our Senior Vice President of Sales. Mr. Lamble joined Amkor
in December 1992. Prior to joining Amkor, Mr. Lamble was
the Vice President and General Manager for the Materials
Division at Heraeus Incorporated, a manufacturer of electronics
products, responsible for U.S. manufacturing and sales from
1988 to 1992. Prior to 1988, Mr. Lamble headed US
Sales & Marketing for Mitsui High-Tech, a producer of
leadframes, interconnect assembly and precision tooling.
Mr. Lamble earned a B.S. in Business from Santa Clara
University.
12
EXECUTIVE COMPENSATION
Summary Compensation. The following table sets forth
compensation earned during each of the three years in the period
ending 2004 by our Named Executive Officers as of
December 31, 2004:
Summary Compensation Table
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|
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Long Term | |
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|
Annual | |
|
Compensation | |
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|
|
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|
|
Compensation | |
|
Securities | |
|
All Other | |
|
|
|
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| |
|
Underlying | |
|
Compensation | |
Name |
|
Year | |
|
Salary | |
|
Bonus(1) | |
|
Options(2) | |
|
(3)(4) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
James J. Kim
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|
|
2004 |
|
|
$ |
826,667 |
|
|
$ |
|
|
|
|
60,000 |
|
|
$ |
11,985 |
|
|
Chief Executive Officer and |
|
|
2003 |
|
|
|
790,000 |
|
|
|
2,150,000 |
|
|
|
1,000,000 |
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|
|
9,970 |
|
|
Chairman |
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2002 |
|
|
|
790,000 |
|
|
|
|
|
|
|
250,000 |
|
|
|
8,922 |
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John N. Boruch
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2004 |
|
|
|
607,500 |
|
|
|
|
|
|
|
60,000 |
|
|
|
13,076 |
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President, Chief Operating |
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2003 |
|
|
|
580,000 |
|
|
|
580,000 |
|
|
|
1,125,000 |
|
|
|
10,677 |
|
|
Officer and Director |
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2002 |
|
|
|
580,000 |
|
|
|
|
|
|
|
225,000 |
|
|
|
9,794 |
|
Kenneth T. Joyce
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|
|
2004 |
|
|
|
293,333 |
|
|
|
|
|
|
|
45,000 |
|
|
|
9,992 |
|
|
Executive Vice President and |
|
|
2003 |
|
|
|
273,923 |
|
|
|
200,000 |
|
|
|
250,000 |
|
|
|
9,834 |
|
|
Chief Financial Officer |
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2002 |
|
|
|
235,000 |
|
|
|
|
|
|
|
70,000 |
|
|
|
8,754 |
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Oleg Khaykin
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|
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2004 |
|
|
|
269,231 |
|
|
|
|
|
|
|
50,000 |
|
|
|
5,606 |
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|
Executive Vice President, |
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|
2003 |
|
|
|
165,000 |
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|
|
75,000 |
|
|
|
|
|
|
|
234 |
|
|
Corporate Development |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jooho Kim
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|
|
2004 |
|
|
|
264,616 |
|
|
|
|
|
|
|
150,000 |
|
|
|
12,830 |
|
|
Executive Vice President of |
|
|
2003 |
|
|
|
200,000 |
|
|
|
75,000 |
|
|
|
|
|
|
|
6,468 |
|
|
Corporate Strategy |
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2002 |
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
|
6,468 |
|
Michael J. Lamble
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|
|
2004 |
|
|
|
288,750 |
|
|
|
|
|
|
|
25,000 |
|
|
|
16,304 |
|
|
Corporate Vice President, |
|
|
2003 |
|
|
|
275,000 |
|
|
|
125,000 |
|
|
|
260,000 |
|
|
|
17,883 |
|
|
Worldwide Sales |
|
|
2002 |
|
|
|
257,692 |
|
|
|
|
|
|
|
50,000 |
|
|
|
6,468 |
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|
|
(1) |
Bonus amounts include incentive compensation earned in the year
indicated but that were approved by our board of directors and
paid in the following year. Payments under the Employee Profit
Sharing Plan are for the year indicated and related to the prior
years results. No incentive compensation was earned in
2004 or 2002. 2003 bonus amounts were paid in 2004. |
|
(2) |
Long-term compensation represents stock options issued under the
1998 Stock Plan during the year. |
|
(3) |
All other compensation for all of the named executives includes
$6,000 paid to each executives 401(k) plan in each year;
except Oleg Khaykin who was paid $2,798 in 2004.
Mr. Khaykin began his employment with Amkor in May 2003 and
was not eligible for the 401(k) matching company contribution in
that year. |
|
(4) |
All other compensation includes a reimbursement for vehicle
expenses and a $468 premium for $300,000 of term life insurance
for which Amkor is not the beneficiary. |
13
OPTION GRANTS IN FISCAL 2004
The following table provides information concerning each grant
of options to purchase our common stock made during 2004 to our
Named Executive Officers as of December 31, 2004:
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|
|
|
|
|
Individual Grants | |
|
Potential Realizable Value | |
|
|
| |
|
Minus Exercise Price at | |
|
|
Number of | |
|
% of Total | |
|
|
|
Assumed Annual Rates of | |
|
|
Securities | |
|
Options | |
|
Exercise | |
|
|
|
Stock Price Appreciation for | |
|
|
Underlying | |
|
Granted to | |
|
Price Per | |
|
|
|
Option Term(2) | |
|
|
Options | |
|
Employees in | |
|
Share | |
|
Expiration | |
|
| |
Name |
|
Granted(1) | |
|
Fiscal Year | |
|
($/sh) | |
|
Date | |
|
5% | |
|
10% | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
James J. Kim
|
|
|
60,000 |
(1) |
|
|
2.0 |
% |
|
$ |
5.31 |
|
|
|
11/12/14 |
|
|
$ |
200,366 |
|
|
$ |
507,766 |
|
|
Chief Executive Officer and Chairman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John N. Boruch
|
|
|
60,000 |
(1) |
|
|
2.0 |
% |
|
|
5.31 |
|
|
|
11/12/14 |
|
|
|
200,366 |
|
|
|
507,766 |
|
|
President, Chief Operating Officer and Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth T. Joyce
|
|
|
45,000 |
(1) |
|
|
1.5 |
% |
|
|
5.31 |
|
|
|
11/12/14 |
|
|
|
150,274 |
|
|
|
380,825 |
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oleg Khaykin
|
|
|
50,000 |
(1) |
|
|
1.7 |
% |
|
|
5.31 |
|
|
|
11/12/14 |
|
|
|
166,972 |
|
|
|
423,139 |
|
|
Executive Vice President, Corporate Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jooho Kim
|
|
|
130,000 |
(1) |
|
|
4.3 |
% |
|
|
17.39 |
|
|
|
1/30/14 |
|
|
|
1,421,742 |
|
|
|
3,602,974 |
|
|
Executive Vice President of |
|
|
20,000 |
(1) |
|
|
0.7 |
% |
|
|
5.31 |
|
|
|
11/12/14 |
|
|
|
66,789 |
|
|
|
169,255 |
|
|
Corporate Strategy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Lamble
|
|
|
25,000 |
(1) |
|
|
0.8 |
% |
|
|
4.93 |
|
|
|
10/27/14 |
|
|
|
77,511 |
|
|
|
196,429 |
|
|
Corporate Vice President, Worldwide Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
25% of shares subject to the option become exercisable one year
after the date of grant and an additional 1/48 of such shares
subject to the option becoming exercisable each month thereafter. |
|
(2) |
Potential realizable value is based on the assumption that:
(1) our common stock will appreciate at the compound annual
rate shown from the date of grant until the expiration of the
option term and (2) that the option is exercised at the
exercise price and sold on the last day of its term at the
appreciated price. We assume stock appreciation of 5% and 10%
pursuant to rules promulgated by the Securities and Exchange
Commission, and these percentages do not reflect our estimate of
future stock price growth. |
14
YEAR-END OPTION VALUES
The following table shows the number of shares covered by both
exercisable and non-exercisable stock options held by our Named
Executive Officers as of December 31, 2004. Also reported
are the values for in-the-money options which
represent the positive spread between the exercise price of any
such existing stock options and the year-end price of our common
stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities | |
|
Dollar Value of | |
|
|
|
|
|
|
Underlying Unexercised | |
|
Unexercised In-The-Money | |
|
|
|
|
|
|
Options at | |
|
Options at | |
|
|
Shares | |
|
|
|
December 31, 2004 | |
|
December 31, 2004 | |
|
|
Acquired on | |
|
Value | |
|
| |
|
| |
Name |
|
Exercise | |
|
Realized | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
James J. Kim
|
|
|
|
|
|
|
|
|
|
|
1,000,000 |
|
|
|
60,000 |
|
|
$ |
|
|
|
$ |
89,400 |
|
|
Chief Executive Officer and Chairman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John N. Boruch
|
|
|
|
|
|
|
|
|
|
|
1,272,735 |
|
|
|
60,000 |
|
|
|
54,418 |
|
|
|
89,400 |
|
|
President, Chief Operating Officer and Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth T. Joyce
|
|
|
|
|
|
|
|
|
|
|
273,000 |
|
|
|
45,000 |
|
|
|
|
|
|
|
67,050 |
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oleg Khaykin
|
|
|
|
|
|
|
|
|
|
|
160,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
74,500 |
|
|
Executive Vice President, Corporate Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jooho Kim
|
|
|
|
|
|
|
|
|
|
|
160,750 |
|
|
|
20,000 |
|
|
|
|
|
|
|
29,800 |
|
|
Executive Vice President of Corporate Strategy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Lamble
|
|
|
|
|
|
|
|
|
|
|
400,704 |
|
|
|
25,000 |
|
|
|
44,123 |
|
|
|
46,750 |
|
|
Corporate Vice President, Worldwide Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the
beneficial ownership of our outstanding common stock as of
June 30, 2005 by:
|
|
|
|
|
each person or entity who is known by us to beneficially own 5%
or more of our outstanding common stock; |
|
|
|
each of our directors and each nominee for director; and |
|
|
|
each Named Executive Officer and other executive officer as of
fiscal year end. |
|
|
|
|
|
|
|
|
|
|
Name and Address |
|
Number of Shares(a) | |
|
Percentage Ownership(a) | |
|
|
| |
|
| |
James J. Kim Family Control Group(b)(c)(d)
|
|
|
75,442,642 |
|
|
|
42.5 |
% |
|
c/o Amkor Technology, Inc.
1900 South Price Road
Chandler, Arizona 85248 |
|
|
|
|
|
|
|
|
John T. Kim(d)(e)
|
|
|
20,718,688 |
|
|
|
11.7 |
% |
|
c/o Amkor Technology, Inc.
1900 South Price Road
Chandler, Arizona 85248 |
|
|
|
|
|
|
|
|
John N. Boruch(f)
|
|
|
1,412,298 |
|
|
|
* |
|
Michael J. Lamble(g)
|
|
|
406,954 |
|
|
|
* |
|
Kenneth T. Joyce(h)
|
|
|
294,279 |
|
|
|
* |
|
Jooho Kim(i)
|
|
|
167,800 |
|
|
|
* |
|
Oleg Khaykin(j)
|
|
|
160,000 |
|
|
|
* |
|
Winston J. Churchill(k)
|
|
|
69,534 |
|
|
|
* |
|
Gregory K. Hinckley(l)
|
|
|
60,334 |
|
|
|
* |
|
James W. Zug(m)
|
|
|
58,434 |
|
|
|
* |
|
Thomas D. George(n)
|
|
|
58,334 |
|
|
|
* |
|
Dr. Juergen Knorr(o)
|
|
|
33,334 |
|
|
|
* |
|
Albert J. Hugo-Martinez(p)
|
|
|
17,000 |
|
|
|
* |
|
Constantine N. Papadakis
|
|
|
0 |
|
|
|
* |
|
All directors, Named Executive Officers and other executive
officers (12 persons)(q)
|
|
|
78,163,943 |
|
|
|
43.4 |
% |
|
|
|
|
* |
Represents less than 1% |
|
|
(a) |
The number and percentage of shares beneficially owned is
determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. The information is
not necessarily indicative of beneficial ownership for any other
purpose. Under this rule, beneficial ownership includes any
share over which the individual or entity has voting power or
investment power. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person,
shares of our common stock subject to options held by that
person that will be exercisable on or before August 29,
2005 are deemed outstanding. Unless otherwise indicated, each
person or entity has sole voting and investment power with
respect to shares shown as beneficially owned. |
|
(b) |
Includes 29,727,094 shares held by James J. and Agnes C.
Kim; 50,000 shares held by the Trust of James J. Kim dated
May 6, 2004 established for the benefit of James J.
Kims grandchildren, with James J. Kim as the Trustee;
150,000 shares held by James J. Kim dated May 5, 2004
established for the benefit of the James and Agnes Kim
Foundation, with James J. Kim as the Trustee;
139,516 shares issuable upon the conversion of convertible
debt held by Mrs. Kim that is convertible on or before
August 29, 2005; 14,457,344 shares held by the David
D. Kim Trust of December 31, 1987; 13,957,344 shares
held by the John T. Kim Trust of December 31, 1987;
500,000 shares held by the Trust of John T. Kim dated
October 27, 2004 established for the benefit of John T.
Kims minor children, with John T. Kim as the Trustee;
6,257,344 shares held by the Susan Y. Kim Trust of
December 31, 1987; and 8,200,000 shares held by the
Trust of Susan Y. Kim dated April 16, 1998 established for
the benefit of Susan Y. Kims minor children, with Susan Y.
Kim as the Trustee. James J. and Agnes C. Kim are husband and
wife and, accordingly, each may be deemed to beneficially own
shares of our common stock held in the name |
16
|
|
|
of the other. David D. Kim, John T. Kim and Susan Y. Kim are
children of James J. and Agnes C. Kim. Each of the David D. Kim
Trust of December 31, 1987, John T. Kim Trust of
December 31, 1987 and Susan Y. Kim Trust of
December 31, 1987 has in common Susan Y. Kim and John F.A.
Earley as co-trustees, in addition to a third trustee (John T.
Kim in the case of the Susan Y. Kim Trust and the John T. Kim
Trust, and David D. Kim in the case of the David D. Kim Trust)
(the trustees of each trust may be deemed to be the beneficial
owners of the shares held by such trust). All of the
above-referenced trusts, together with their respective trustees
and James J. and Agnes C. Kim may be considered a
group under Section 13(d) of the Exchange Act
on the basis that the trust agreement for each of these trusts
encourages the trustees of the trusts to vote the shares of our
common stock held by them, in their discretion, in concert with
James Kims extended family. This group may be deemed to
have beneficial ownership of 75,442,642 shares or
approximately 42.5% of the outstanding shares of our common
stock. Each of the foregoing persons stated that the filing of
their beneficial ownership reporting statements shall not be
construed as an admission that such person is, for the purposes
of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of the shares of our common stock reported as
beneficially owned by the other such persons. |
|
(c) |
Includes 1,000,000 shares issuable upon the exercise of
stock options that are exercisable by Mr. James J. Kim on
or before August 29, 2005. |
|
(d) |
Includes 4,000 shares issuable upon the exercise of stock
options that are exercisable by Mr. John T. Kim on or
before August 29, 2005. |
|
(e) |
Includes 13,957,344 shares held by the John T. Kim Trust of
December 31, 1987; 500,000 shares held by the Trust of
John T. Kim dated October 27, 2004 established for the
benefit of John T. Kims minor children, with John T. Kim
as the Trustee; and 6,257,344 shares held by the Susan Y.
Kim Trust of December 31, 1987, with John T. Kim as
co-trustee (the trustees of each trust may be deemed to be the
beneficial owners of the shares held by such trust). All of the
above referenced shares are also included in the beneficial
ownership of the James J. Kim Family Control Group. See note
(b) to this table. |
|
(f) |
Includes 1,272,735 shares issuable upon the exercise of
stock options that are exercisable by Mr. Boruch on or
before August 29, 2005 and 78,157 shares issuable upon
the exercise of stock options that are exercisable by
Mr. Boruchs spouse on or before August 29, 2005. |
|
(g) |
Represents 406,954 shares issuable upon the exercise of
stock options that are exercisable by Mr. Lamble on or
before August 29, 2005. |
|
(h) |
Includes 273,000 shares issuable upon the exercise of stock
options that are exercisable by Mr. Joyce on or before
August 29, 2005. |
|
(i) |
Includes 160,750 shares issuable upon the exercise of stock
options that are exercisable by Mr. Jooho Kim on or before
August 29, 2005. |
|
(j) |
Represents 160,000 shares issuable upon the exercise of
stock options that are exercisable by Mr. Khaykin on or
before August 29, 2005. |
|
(k) |
Includes 48,334 shares issuable upon the exercise of stock
options that are exercisable by Mr. Churchill on or before
August 29, 2005. |
|
(l) |
Includes 48,334 shares issuable upon the exercise of stock
options that are exercisable by Mr. Hinkley on or before
August 29, 2005. |
|
(m) |
Includes 26,667 shares issuable upon the exercise of stock
options that are exercisable by Mr. Zug on or before
August 29, 2005. |
|
(n) |
Includes 48,334 shares issuable upon the exercise of stock
options that are exercisable by Mr. George on or before
August 29, 2005. |
|
(o) |
Represents 33,334 shares issuable upon the exercise of
stock options that are exercisable by Dr. Knorr on or
before August 29, 2005. |
|
(p) |
Represents 17,000 shares held by the Hugo-Martinez Trust,
of which Mr. Hugo-Martinez and his wife are trustees. |
|
(q) |
Includes 3,560,599 shares issuable upon the exercise of
stock options that are exercisable on or before August 29,
2005. |
17
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Audit Committee has approved the appointment of
PricewaterhouseCoopers LLP (PricewaterhouseCoopers)
as our independent accountants for fiscal 2005.
PricewaterhouseCoopers has served as our independent accountants
since 2000. The Board of Directors expects that representatives
of PricewaterhouseCoopers will attend the Annual Meeting to make
a statement if they desire to do so, and such representatives
are expected to be available to answer appropriate questions.
The following table shows the fees paid or accrued by us for the
fiscal years 2004 and 2003.
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Audit fees
|
|
$ |
2,800 |
|
|
$ |
1,549 |
|
Audit-related fees(a)
|
|
|
382 |
|
|
|
56 |
|
Tax fees(b)
|
|
|
73 |
|
|
|
58 |
|
All other fees(c)
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,259 |
|
|
$ |
1,663 |
|
|
|
|
|
|
|
|
|
|
(a) |
Audit-related fees consist primarily of fees
associated with employee benefit plan audits and accounting
consultations, as well as due diligence related activity
performed. |
|
(b) |
Tax fees consist primarily of fees associated with
tax compliance services. |
|
(c) |
All other fees consist primarily of a
PricewaterhouseCoopers LLP accounting reference software license. |
Our Audit Committee is required to pre-approve the audit and
non-audit services performed by our independent accounting firm,
PricewaterhouseCoopers LLP, in accordance with the Amkor Audit
and Non-Audit Services Pre-Approval Policy. This policy provides
for pre-approval of audit, audit-related, tax services and other
services specifically described by the Audit Committee. The
policy also provides for the general approval of additional
individual engagements, which, if they exceed certain
pre-established thresholds, must be separately approved by the
Audit Committee. This policy authorizes the Audit Committee to
delegate to one or more of its members pre-approval authority
with respect to permitted services, provided that any such
pre-approval decisions must be reported to the Audit Committee.
100% of the above principal accountant services were approved by
the Audit Committee during 2004, which concluded that the
provision of such services by PricewaterhouseCoopers LLP was
compatible with the maintenance of that firms independence
in the conduct of its auditing functions.
We are asking our stockholders to ratify the selection of
PricewaterhouseCoopers LLP as our independent accountants.
Although ratification is not required by our bylaws or
otherwise, the Board is submitting the selection of
PricewaterhouseCoopers LLP to our stockholders for ratification
as a matter of good corporate practice. Even if the selection is
ratified, the Audit Committee in its discretion may select a
different independent accounting firm at any time during the
year if it determines that such a change would be in the best
interests of the company and our stockholders.
REQUIRED VOTE
The ratification of the selection of PricewaterhouseCoopers
requires the affirmative vote of the holders of the majority of
shares of Common Stock present or represented and entitled to
vote at the Annual Meeting. Abstentions and broker non-votes
will be counted as present for purposes of determining whether a
quorum is present, and broker non-votes will not be treated as
entitled to vote on this matter at the Annual Meeting.
Your Board unanimously recommends a vote FOR the
ratification of appointment of
PricewaterhouseCoopers LLP as independent accountants for
2005.
18
STOCK PERFORMANCE GRAPH
Comparison of Five-Year Cumulative Total Return
The following performance graph compares the monthly cumulative
total stockholder return on Amkor common stock with the
Standard & Poors 500 Stock Index and the
Philadelphia Semiconductor Sector Index for the five years ended
December 31, 2004. The graph is based on the assumption
that $100 was invested on December 31, 1999 in each of
Amkor common stock, the Standard & Poors 500
Stock Index and the Philadelphia Semiconductor Sector Index.
The stock price performance graph depicted below shall not be
deemed incorporated by reference by any general statement
incorporating by reference this annual report into any filing
under the Securities Act of 1933 or under the Securities
Exchange Act of 1934. The stock price performance on the graph
is not necessarily an indicator of future price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG AMKOR TECHNOLOGY, INC., THE S & P 500 INDEX
AND THE PHILADELPHIA SEMICONDUCTOR INDEX
|
|
|
|
* |
$100 INVESTED ON 12/31/99 IN STOCK OR INDEX |
|
|
|
INCLUDING REINVESTMENT OF DIVIDENDS. |
|
FISCAL YEAR ENDING DECEMBER 31. |
|
|
Copyright © 2002, Standard & Poors, a
division of The McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm |
19
ANNUAL REPORT ON FORM 10-K/ A
The Companys annual report on form 10-K/ A for the
fiscal year ended December 31, 2004 is being mailed prior
to or with this proxy statement to stockholders entitled to
notice of the meeting.
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES
AS OF THE RECORD DATE WITH A COPY OF THE COMPANYS 2004
ANNUAL REPORT ON FORM 10-K/ A, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, WITHOUT CHARGE, BY FIRST
CLASS MAIL, WITHIN ONE BUSINESS DAY OF RECEIPT OF A WRITTEN
OR ORAL REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE
DIRECTED TO JOANNE SOLOMON, SECRETARY, AMKOR TECHNOLOGY, INC.,
1900 SOUTH PRICE ROAD, CHANDLER, ARIZONA 85248, TELEPHONE:
(480) 821-5000.
20
PROXY
AMKOR TECHNOLOGY, INC.
1900 South Price Road
Chandler, Arizona 85248
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS, AUGUST 24, 2005
The undersigned hereby appoints James J. Kim and Kenneth T. Joyce the proxies (each with power
to act alone and with power of substitution) of the undersigned to represent and vote the shares of
stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Amkor
Technology, Inc. to be held on August 24, 2005, and at any adjournment or postponement thereof, as
hereinafter specified, and in their discretion, upon such other matters as may properly come before
the Meeting.
|
1. |
|
Election of Directors. |
|
|
|
|
Nominees: John N. Boruch, Winston J. Churchill, Gregory K.
Hinckley, Albert J. Hugo-Martinez, James J. Kim, John T. Kim,
Juergen Knorr, Constantine N. Papadakis, James W. Zug |
|
|
2. |
|
Ratification of appointment of independent accountants. |
You are encouraged to specify your choice by marking the appropriate boxes on the reverse
side. On matters which you do not specify a choice, your shares will be voted in accordance with
the recommendation of Amkors Board of Directors. Please mark, sign, date and return this proxy
promptly using the enclosed envelope.
|
|
|
|
|
SEE
REVERSE
SIDE
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CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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SEE
REVERSE
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x Please mark your
votes as in this
example.
IF THIS CARD IS PROPERLY EXECUTED, SHARES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES AND FOR PROPOSAL
2.
Amkors Board of Directors recommends a vote FOR election of all nominees as directors and FOR
Proposal 2.
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1.
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Election of Directors. |
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(Please see reverse)
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o FOR
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o WITHHELD
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For all nominee(s) except as written above |
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FOR
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AGAINST
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ABSTAIN |
2.
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Ratification of appointment of independent accountants.
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o
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o
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o |
Please sign exactly as name appears above. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full title as such.
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Signature:
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Date:
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Signature:
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Date: |
End of Filing