UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF MARCH 2022
Commission File Number: 333-04906
SK Telecom Co., Ltd.
(Translation of registrant’s name into English)
65, Euljiro, Jung-gu
Seoul 04539, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
1. | Approval of Financial Statements for the 39th Fiscal Year : Approved as originally submitted |
The 39th Fiscal Year (Fiscal Year ended December 31, 2022)
(in millions of Won, except for basic earnings per share) |
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Consolidated | - Total Assets | 31,308,262 | - Operating Revenue | 17,304,973 | ||||||||
- Total Liabilities | 19,153,066 | - Operating Income | 1,612,070 | |||||||||
- Share Capital | 30,493 | - Profit for the Year | 947,831 | |||||||||
- Total Equity | 12,155,196 | - Basic Earnings per Share (Won) | 4,118 | |||||||||
Separate | - Total Assets | 26,432,121 | - Operating Revenue | 12,414,588 | ||||||||
- Total Liabilities | 16,048,739 | - Operating Income | 1,321,131 | |||||||||
- Share Capital | 30,493 | - Profit for the Year | 869,490 | |||||||||
- Total Equity | 10,383,382 | - Basic Earnings per Share (Won) | 3,921 | |||||||||
(1) Prepared in accordance with International Financial Reporting Standards as adopted in Korea |
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(2) Opinion of independent auditors: Qualified |
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< Approval of Cash Dividends> (in Won, except for percentages) |
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Cash Dividends | Dividend per Share | Common Stock | Year-end Dividend | 830 | ||||||||
Interim Dividends | 2,490 | |||||||||||
Total Cash Dividend |
| 723,842,160,870 | ||||||||||
Market Dividend Rate (%) (including interim dividend) | Common Stock | 6.8 | ||||||||||
Preferred Stock | - |
2. | Grant of Stock Options : Approved as originally submitted |
A. | Recipients of Stock Options |
Name | Position | Number of shares issuable | ||||||
Type of shares | Number of shares | |||||||
Kang, Jong Ryeol | Head of ICT Infrastructure Center | Registered common shares | 22,000 | |||||
Lim, Bong Ho | Head of Customer CIC | Registered common shares | 12,000 | |||||
Kim, Kyeong Deog | Head of Enterprise CIC | Registered common shares | 12,000 | |||||
Lee, HyunA | Head of Communication Service | Registered common shares | 12,000 | |||||
Cho, Dong Hwan | Head of Cloud Technology | Registered common shares | 12,000 | |||||
Han, Myung Jin | Head of Corporate Strategy | Registered common shares | 12,000 | |||||
Kim, Hyuk | Head of Media Partnership | Registered common shares | 12,000 | |||||
Kim, Jinwon | Head of Corporate Planning | Registered common shares | 12,000 | |||||
Ha, Min Yong | Head of Corporate Development | Registered common shares | 12,000 | |||||
Park, Yong Joo | Head of ESG | Registered common shares | 12,000 | |||||
Cho, Young Log | Head of Corporate Relations | Registered common shares | 12,000 | |||||
Kim, Heesup | Head of Communications | Registered common shares | 12,000 | |||||
Ahn, Jungwhan | Head of Corporate Culture | Registered common shares | 12,000 | |||||
Kim, Yonghun | Head of A. Product | Registered common shares | 12,000 | |||||
Jang, Hyunki | Head of Digital Innovation CT | Registered common shares | 12,000 | |||||
Total: | Registered common shares | 190,000 |
B. | Conditions of Stock Options to be Granted |
• | Method of grant: allotment of treasury shares, cash settlement |
• | Type and number of shares issuable: 190,000 registered common shares |
• | Grant date: March 28, 2023 |
• | Exercise period: March 29, 2025 – March 28, 2028 |
• | Exercise price: arithmetic mean of the volume weighted average closing prices of the two-month, one-month and one-week periods prior to the grant date |
• | Other conditions |
• | The stock options granted as described above will be cancelled if the recipient does not remain employed by the Company for at least two years from the grant date. |
• | If the exercise price of the stock options is lower than the market price of common shares at the time of exercise, cash settlement of the difference is possible. |
• | The exercise price and the number of stock options may be adjusted pursuant to the relevant stock option grant agreement or by resolution of the Board in the event of a change in the stock value due to the reasons of any capital increase, stock dividend, capital transfer of reserves, stock split, merger or spin-off after the grant date. |
• | Other terms of the grant of stock options shall be governed by applicable law, the Company’s articles of incorporation and the stock option grant agreement. |
3. | Appointment of Independent Non-executive Directors |
3-1. Appointment of an Independent Non-executive Director (Kim, Yong-Hak): Approved as originally submitted
3-2. Appointment of an Independent Non-executive Director (Kim, Junmo): Approved as originally submitted
3-3. Appointment of an Independent Non-executive Director (Oh, Haeyun): Approved as originally submitted
Name | Term | Business Experience | Remark | |||||
Period | Contents | |||||||
Kim, Yong-Hak | 3 years | 2020 - Present | Professor Emeritus, Yonsei University | Current Director | ||||
2016 - 2020 | President, Yonsei University | |||||||
2010 - 2012 | Dean of Graduate School of Public Administration and College of Social Sciences, Yonsei University | |||||||
2004 - 2005 | BK Planning Committee, Ministry of Education | |||||||
Kim, Junmo | 3 years | 2016 - Present | Associate Professor of Electrical Engineering, KAIST | Current Director | ||||
2009 - 2016 | Assistant Professor of Electrical Engineering, KAIST | |||||||
2005 - 2009 | Senior Researcher, Samsung Advanced Institute of Technology | |||||||
Oh, Haeyun | 3 years | 2023 - Present | President, KAIST Artificial Intelligence Research Institute | Newly appointed | ||||
2021 - 2023 | Vice President, KAIST Artificial Intelligence Research Institute | |||||||
2020 - 2022 | Civilian Committee Member, the Presidential Committee on the 4th Industrial Revolution | |||||||
2018 - Present | Director, KAIST Center for MARS Artificial Intelligence Research | |||||||
2008 - Present | Professor of Computing, KAIST |
4. | Appointment of Members of the Audit Committee |
4-1. Appointment of a Member of the Audit Committee (Kim, Yong-Hak): Approved as originally submitted
4-2. Appointment of a Member of the Audit Committee (Oh, Haeyun): Approved as originally submitted
Name | Term | Business Experience | Remark | |||||
Period | Contents | |||||||
Kim, Yong-Hak | 3 years | 2020 - Present | Professor Emeritus, Yonsei University | Current Director | ||||
2016 - 2020 | President, Yonsei University | |||||||
2010 - 2012 | Dean of Graduate School of Public Administration and College of Social Sciences, Yonsei University | |||||||
2004 - 2005 | BK Planning Committee, Ministry of Education | |||||||
Oh, Haeyun | 3 years | 2023 - Present | President, KAIST Artificial Intelligence Research Institute | Newly appointed | ||||
2021 - 2023 | Vice President, KAIST Artificial Intelligence Research Institute | |||||||
2020 - 2022 | Civilian Committee Member, the Presidential Committee on the 4th Industrial Revolution | |||||||
2018 - Present | Director, KAIST Center for MARS Artificial Intelligence Research | |||||||
2008 - Present | Professor of Computing, KAIST |
5. | Approval of the Ceiling Amount of Remuneration for Directors : Approved as originally submitted |
The number of directors and total amount and maximum authorized amount of compensation of directors are as follows:
Fiscal year 2023 | Fiscal year 2022 | |||
Number of directors | 8 | 8 | ||
Number of independent non-executive directors | 5 | 5 | ||
Total amount of remuneration paid to directors | — | Won 3,486,749,320 | ||
Total amount or maximum authorized amount of remuneration for directors | Won 12,000,000,000 | Won 12,000,000,000 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SK TELECOM CO., LTD. | ||
(Registrant) | ||
By: /s/ Hee Jun Chung | ||
(Signature) | ||
Name: | Hee Jun Chung | |
Title: | Vice President |
Date: March 28, 2023