Magnachip Semiconductor Corp (MX): Engaged Capital Presents Its Nominees to the Board

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Page 16 of 21 – SEC Filing
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b)           The address of the principal office of each of Engaged Capital Master I, Engaged Capital Master II, Engaged Capital Offshore and Engaged Capital Offshore II is c/o Codan Trust Company (Cayman) Ltd., Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.  The address of the principal office of each of Engaged Capital I, Engaged Capital II, Engaged Capital, Engaged Holdings, Mr. Welling and Mr. Hetrick is 610 Newport Center Drive, Suite 250, Newport Beach, California 92660. The officers and directors of each of Engaged Capital Offshore and Engaged Capital Offshore II and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.  The address of the principal office of Mr. Keating is 46 Four Seasons Drive, North Caldwell, New Jersey 07006.  The address of the principal office of Mr. Martino is 18841 Graystone Lane, San Jose, California 95120.  The address of the principal office of Mr. Lash is 27A Imperial Avenue, Westport, Connecticut 06880.
(c)           The principal business of each of Engaged Capital Master I and Engaged Capital Master II is investing in securities.  Each of Engaged Capital I and Engaged Capital Offshore is a private investment partnership that serves as a feeder fund of Engaged Capital Master I.  Each of Engaged Capital II and Engaged Capital Offshore II is a private investment partnership that serves as a feeder fund of Engaged Capital Master II.  Engaged Capital is a registered investment advisor and serves as the investment adviser to each of Engaged Capital Master I, Engaged Capital Master II, Engaged Capital I, Engaged Capital Offshore, Engaged Capital II and Engaged Capital Offshore II. Engaged Capital is also the general partner of each of Engaged Capital Master I, Engaged Capital Master II, Engaged Capital I, and Engaged Capital II. Engaged Holdings serves as the managing member of Engaged Capital.  Mr. Welling is the Founder and CIO of Engaged Capital, the sole member of Engaged Holdings and a director of each of Engaged Capital Offshore and Engaged Capital Offshore II.  Mr. Keating is a consultant who provides investment advice and other services to private equity funds.  Mr. Camillo is an executive advisor to technology companies.  Mr. Lash is the Managing Member of VT Capital, LLC, a private equity.  Mr. Hetrick is Director of Research at Engaged Capital.
(d)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)           Engaged Capital Master I, Engaged Capital Master II, Engaged Capital Offshore and Engaged Capital Offshore II are organized under the laws of the Cayman Islands.  Engaged Capital I, Engaged Capital II, Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware.  Each of Messrs. Welling, Keating, Lash and Hetrick is a citizen of the United States of America.  Mr. Camillo is a citizen of Australia.  The citizenship of the persons listed on Schedule A is set forth therein.
Item 4.
Purpose of Transaction.
Item 4 is hereby amended to add the following:
On May 12, 2016, Engaged Capital Master II (collectively with its affiliates, the “Engaged Nominating Parties”) delivered a letter to the Issuer nominating Melvin L. Keating, Camillo Martino, Joseph Lash and Christopher B. Hetrick (the “Nominees”) for election to the Board of Directors of the Issuer at the 2016 annual meeting of stockholders (the “Annual Meeting).

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