Form 6-K

Name of Candidate

Taxes in Arrears

Management of Insolvent
Companies

Statutory Reasons for
Disqualification

Lim, Tay Seop

Lee, Seong Yeob

6-K 1 d75231d6k.htm FORM 6-K Form 6-K

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 FEBRUARY 2026

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 ☐

RESOLUTION TO CALL

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The board of directors (the “Board”) of SK Telecom Co., Ltd. (“SK Telecom” or the “Company”) has resolved to call the annual general meeting of shareholders, to be held at the following time and place and the agenda of which shall be as follows:


1. Date / Time	March 26, 2026 (Thursday), 10:00 am (Seoul time)

2. Place	SUPEX Hall, 4th Floor, SK T-Tower, 65, Eulji-ro, Jung-gu, Seoul, Korea

3. Agenda	1. Approval of Financial Statements for the 42nd Fiscal Year (2025) 2. Amendments to the Articles of Incorporation 3. Approval of Reduction of Capital Reserve 4. Appointment of Directors 4-1. Appointment of an Executive Director (Jung, Jaihun) 4-2. Appointment of an Executive Director (Han, Myung Jin) 4-3. Appointment of a Non-executive Director (Yoon, Poong Young) 4-4. Appointment of an Independent Non-executive Director (Oh, Alice Haeyun) 4-5. Appointment of an Independent Non-executive Director (Lee, Seong Yeob) 5. Appointment of an Independent Non-executive Director and Audit Committee Member (Lim, Tay Seop) 6. Appointment of an Audit Committee Member (Lee, Seong Yeob) 7. Approval of the Ceiling Amount of Remuneration for Directors

4. Date of the resolution by the Board	February 25, 2026

• Attendance of independent non-executive directors	Present:	5
	Absent:	0

5. Other important matters relating to an investment decision	—

Documents relating to the Annual General Meeting of Shareholders

1.	Approval of Financial Statements for the 42nd Fiscal Year (2025)

•

Consolidated Financial Statements: See Appendix 1

•

Separate Financial Statements: See Appendix 2

Explanatory Note:

The consolidated and separate financial statements as of and for the year ended December 31, 2025 included as Appendix 1 and Appendix 2, respectively, to this report (collectively, the “Unaudited Financial Statements”) are preliminary and have not yet been audited. The Company’s audited consolidated and separate financial statements as of and for the year ended December 31, 2025 and the respective accompanying notes prepared in accordance with Korean International Financial Reporting Standards as adopted by the Korean Accounting Standards Board, together with audit reports from the Company’s independent auditors (collectively, the “Audited Financial Statements”), will be uploaded to the Company’s website (http://www.sktelecom.com/en/ ® Investor Relations ® IR Library ® Audit Report) and will be made available on the U.S. Securities and Exchange Commission’s website (https://www.sec.gov) in early to mid-March of 2026. In the case of any discrepancy between the information contained in the Unaudited Financial Statements and the Audited Financial Statements, the information contained in the Audited Financial Statements shall prevail and supersede the information contained in the Unaudited Financial Statements. Shareholders (including holders of the Company’s American Depositary Shares) are asked to review the Audited Financial Statements, which shall constitute the basis of the shareholder approval on this agenda item, prior to voting.

2.	Amendments to the Articles of Incorporation

The proposed amendments are as follows:


Current	Proposed Amendment	Remarks

Article 21. Place of General Meeting General Meetings of Shareholders shall be held at the place where the head office of the Company is located but may be held at a near-by place if necessary (amended on August 14, 1989).	Article 21. Place of General Meeting (1) General Meetings of Shareholders shall be held at the place where the head office of the Company is located but may be held at a near-by place if necessary (amended on August 14, 1989). (2) The Company shall hold General Meetings of Shareholders in a manner that allows certain Shareholders to participate in shareholders’ resolutions by electronic means from a remote location, without being physically present at the place of the meeting (newly established on March 26, 2026).	To require the concurrent holding of general meetings of shareholders by electronic means.

Article 27. Exercise of Voting Rights by Proxy (1) (Text omitted) (2) The proxy shall be a Shareholder of the Company and must present documents evidencing his power of representation prior to the opening of the General Meeting of Shareholders; provided, however, the proxy for a corporate Shareholder must be an employee of such corporation authorized by the corporation’s representative (amended on July 7, 1994).	Article 27. Exercise of Voting Rights by Proxy (1) (Text omitted) (2) The proxy shall be a Shareholder of the Company and must present documents in a physical or electronic form evidencing his power of representation prior to the opening of the General Meeting of Shareholders; provided, however, the proxy for a corporate Shareholder must be an employee of such corporation authorized by the corporation’s representative (amended on July 7, 1994, amended on March 26, 2026).	To permit proxy attendance at general meetings of shareholders by electronic document.

Article 31. Number of Directors (1) The Company shall have a minimum of three (3) but not more than twelve (12) Directors, and more than a half of Directors shall be outside Directors (amended on March 11, 2005). (2) (Text omitted)	Article 31. Number of Directors (1) The Company shall have a minimum of three (3) but not more than twelve (12) Directors, and more than a half of Directors shall be independent Directors (amended on March 11, 2005, amended on March 26, 2026). (2) (Text omitted)	To amend the title of outside director to independent director.



Article 32. Appointment of Directors (1) (Text omitted) (2) The Directors shall be appointed at a General Meeting of Shareholders by affirmative votes of the majority of the voting rights of Shareholders present and such majority also represents at least one-fourth (1/4) of the total number of shares issued and outstanding (amended on March 17, 2000). (3) (Text omitted) (4) (Text omitted) (5) The Directors shall consist of standing Director(s), non-standing Director(s) and outside Director(s) who do(es) not participate in general operation of the Company (established on March 27, 1998). (6) (Text omitted)	Article 32. Appointment of Directors (1) (Text omitted) (2) (deleted on March 26, 2026) (3) (Text omitted) (4) (Text omitted) (5) The Directors shall consist of standing Director(s), non-standing Director(s) and independent Director(s) who do(es) not participate in general operation of the Company (established on March 27, 1998, amended on March 26, 2026). (6) (Text omitted)	To delete the quorum requirement provision for the appointment of directors. To amend the title of outside director to independent director.

Article 32-2. Committee for Recommendation of Outside Director (1) The Company shall have the committee for recommendation of Outside Director (the “Recommendation Committee”) at the Board of Directors (established on March 17, 2000). (2) An outside Director shall be appointed from among those candidates who were recommended by the Recommendation Committee (established on March 17, 2000). (3) The Recommendation Committee shall consist of two (2) or more Directors and a half or more of such Directors shall be composed of outside Directors already appointed (established on March 17, 2000). (4) All matters necessary for the constitution and operation of the Recommendation Committee shall be decided separately by the Board of Directors (established on March 17, 2000).	Article 32-2. Committee for Recommendation of Independent Director (1) The Company shall have the committee for recommendation of independent Director (the “Independent Director Nomination Committee”) at the Board of Directors (established on March 17, 2000, amended on March 26, 2026). (2) An independent Director shall be appointed from among those candidates who were recommended by the Independent Director Nomination Committee (established on March 17, 2000, amended on March 26, 2026). (3) The Independent Director Nomination Committee shall consist of two (2) or more Directors and a half or more of such Directors shall be composed of independent Directors already appointed (established on March 17, 2000, amended on March 26, 2026). (4) All matters necessary for the constitution and operation of the Independent Director Nomination Committee shall be decided separately by the Board of Directors (established on March 17, 2000, amended on March 26, 2026).	To amend the title of outside director to independent director.

Article 32-3. Qualification of Director

(1) (Text omitted)

(2) The outside Director of the Company shall be such person who has expert knowledge in management, economy, accounting, law or relevant technology, or substantial experience in such areas, and who may contribute to the development of the Company and protection of interests of the Shareholders. A person who falls under any of causes for disqualification as specified in the Commercial Act or other relevant laws and regulations, shall not become an outside Director of the Company (amended on March 23, 2012).

(3) If an outside Director who falls under any of causes for disqualification in any of items specified in Paragraph (1) above or in the Paragraph (2) above, he/she shall be dismissed from his/her office when there occurs any of such causes. In such case, any vacancy in the office of the outside Director shall be filled at the Ordinary General Meeting of Shareholders following the occurrence of such causes for disqualification (amended on March 17, 2000).

Article 32-3. Qualification of Director

(1) (Text omitted)

(2) The independent Director of the Company shall be such person who has expert knowledge in management, economy, accounting, law or relevant technology, or substantial experience in such areas, and who may contribute to the development of the Company and protection of interests of the Shareholders. A person who falls under any of causes for disqualification as specified in the Commercial Act or other relevant laws and regulations, shall not become an independent Director of the Company (amended on March 23, 2012, amended on March 26, 2026).

(3) If an independent Director who falls under any of causes for disqualification in any of items specified in Paragraph (1) above or in the Paragraph (2) above, he/she shall be dismissed from his/her office when there occurs any of such causes. In such case, any vacancy in the office of the independent Director shall be filled at the Ordinary General Meeting of Shareholders following the occurrence of such causes for disqualification (amended on March 17, 2000, amended on March 26, 2026).

To amend the title of outside director to independent director.



Article 33. Term of office of Directors (1) (Text omitted) (2) The total term of outside Directors shall not exceed 6 years, and, when including the service at affiliates, 9 years (newly established on March 25, 2021).	Article 33. Term of office of Directors (1) (Text omitted) (2) The total term of independent Directors shall not exceed 6 years, and, when including the service at affiliates, 9 years (newly established on March 25, 2021, amended on March 26, 2026).	To amend the title of outside director to independent director.

Article 35-3. Duties of Directors to be faithful The Directors shall faithfully perform their respective duties for the benefits of the Company (amended on March 17, 2000).	Article 35-3. Duties of Directors to be faithful The Directors shall faithfully perform their respective duties for the Company and Shareholders in accordance with applicable laws and the Articles of Incorporation (amended on March 17, 2000, amended on March 26, 2026).	To clarify the expanded fiduciary duty of directors.

Article 45-2. Matters Subject to Prior Approval of Majority of the Outside Directors Notwithstanding the provisions to the contrary in the Articles of Incorporation, the Company shall obtain approval from the majority of the outside Directors in order to effect the following acts (established on March 27, 1998). (Text omitted)	Article 45-2. Matters Subject to Prior Approval of Majority of the Independent Directors Notwithstanding the provisions to the contrary in the Articles of Incorporation, the Company shall obtain approval from the majority of the independent Directors in order to effect the following acts (established on March 27, 1998, amended on March 26, 2026). (Text omitted)	To amend the title of outside director to independent director.

Article 47-3. Audit Committee (1) (Text omitted) (2) The Audit Committee shall consist of three (3) or more directors and two-thirds (2/3) or more of the committee members shall be composed of outside Directors. (3) (Text omitted)	Article 47-3. Audit Committee (1) (Text omitted) (2) The Audit Committee shall consist of three (3) or more directors and two-thirds (2/3) or more of the committee members shall be composed of independent Directors (amended on March 26, 2026). (3) (Text omitted) (4) Two (2) members of the Audit Committee shall be elected by a separate resolution of the General Meeting of Shareholders as Directors serving on the Audit Committee, apart from the election of the other Directors (newly established on March 26, 2026).	To amend the title of outside director to independent director. To increase the number of audit committee members subject to separate election.



Article 48. Minutes of the Meeting of the Board of Directors All agenda of the Board of Directors, the substance of the proceedings of the Board and the result thereof, name(s) of Director(s) who raise(s) an objection to the Board resolution and the reason therefor, shall be recorded in the minutes on which the names and seals of the Chairman and all Directors present shall be affixed or which shall be signed by such persons, and shall be kept at the head office (amended on March 17, 2000).	Article 48. Minutes of the Meeting of the Board of Directors (1) All agenda of the Board of Directors, the substance of the proceedings of the Board and the result thereof, name(s) of Director(s) who raise(s) an objection to the Board resolution and the reason therefor, shall be recorded in the minutes on which the names and seals of the Chairman and all Directors present shall be affixed or which shall be signed by such persons, and shall be kept at the head office (amended on March 17, 2000). (2) The Company shall keep records relating to the convening of an electronic General Meeting of Shareholders at the head office (newly established on March 26, 2026).	To require the maintenance of records of electronic general meetings of shareholders.

Article 49-2. Treatment for Outside Directors The Company may pay to outside Directors the expense incurred during the performance of their duties (amended on March 17, 2000).	Article 49-2. Treatment for Independent Directors The Company may pay to independent Directors the expense incurred during the performance of their duties (amended on March 17, 2000, amended on March 26, 2026).	To amend the title of outside director to independent director.

<Newly established>	Addendum No. 35 (as of March 26, 2026) Article 1. Date of Effectiveness These Articles of Incorporation shall take effect as of March 26, 2026. However, the amended provisions of Articles 21 and 27 shall take effect as of January 1, 2027, and the amended provisions of Articles 31, 32, 32-2, 32-3, 33, 45-2, 47-3(2) and 49-2 shall take effect as of July 23, 2026.	To set forth the date of effectiveness.

3.	Approval of Reduction of Capital Reserve

Due to the availability of an exemption from taxation with respect to dividend income from the payment of capital reduction dividend (i.e., dividend funded through the reduction of capital reserves), the Company intends to transfer the capital reserve subject to such capital reduction dividend to retained earnings in order to enhance shareholder return.

Of the Company’s capital reserves (comprising paid-in surplus), Won 1.7 trillion shall be reduced and transferred to retained earnings.

The portion of paid-in surplus arising from paid-in capital increases shall be applied in a chronological order of occurrence, with the earliest-generated amounts used first (constituting funds subject to Article 18(8) of the Corporate Tax Act and Article 26-3(6) of the Enforcement Decree of the Income Tax Act).

4.	Appointment of Directors

4-1.

Appointment of an Executive Director (Jung, Jaihun)

4-2.

Appointment of an Executive Director (Han, Myung Jin)

4-3.

Appointment of a Non-executive Director (Yoon, Poong Young)

4-4.

Appointment of an Independent Non-executive Director (Oh, Alice Haeyun)

4-5.

Appointment of an Independent Non-executive Director (Lee, Seong Yeob)

5.	Appointment of an Independent Non-executive Director and Audit Committee Member (Lim, Tay Seop)

Candidate’s Name, Date of Birth, Independence, Recommender and Relationship with the Company’s Largest Shareholder


Name of Candidate	Date of Birth	Candidate for Independent Non-executive Director	Separate Election of Directors who are Audit Committee Members	Relationship with Largest Shareholder	Recommended by

Jung, Jaihun	June 23, 1968	—	—	Unregistered officer of affiliate (SK Telecom)	Board

Han, Myung Jin	October 26, 1973	—	—	Unregistered officer of affiliate (SK Telecom)	Board

Yoon, Poong Young	November 28, 1974	—	—	Unregistered officer of largest shareholder (SK Inc.)	Board

Oh, Alice Haeyun	November 13, 1974	Yes	—	Independent non-executive director of affiliate (SK Telecom)	Independent Director Nomination Committee

Lee, Seong Yeob	August 3, 1967	Yes	—	None	Independent Director Nomination Committee

Lim, Tay Seop	September 17, 1963	Yes	Separate election	None	Independent Director Nomination Committee

Total: 6 candidates

Candidate’s Main Profession, Business Experience and Transactions with the Company in the Past Three Years


Name of Candidate	Main Profession	Business Experience		Transactions with the Company in the Past Three Years
Name of Candidate	Main Profession	Period	Contents	Transactions with the Company in the Past Three Years
Jung, Jaihun	Chief Executive Officer, SK Telecom	2025 - Present	Chief Executive Officer, SK Telecom	None
		2024 - 2025	Chief Governance Officer, SK Telecom
		2024	Head of External Affairs, SK Telecom
		2022 - 2023	Director of Investment Support Center, SK Square; Head of Transformation Initiative, SK Telecom
		2021 - 2022	Head of Legal Affairs and Director of Investment Support Center, SK Square
		2020 - 2021	Head of Legal Group 2, SK Telecom
		2019	Presiding Judge, Seoul Central District Court
		2017 - 2018	Director General of the Information Technology Bureau, National Court Administration of the Supreme Court of Korea
Han, Myung Jin	Head of MNO Company-in-Company Unit, SK Telecom	2025 - Present	Head of MNO Company-in-Company Unit, SK Telecom	None
		2024 - 2025	Representative Director and Chief Executive Officer, SK Square
		2024	Director of Investment Support Center, SK Square
		2021 - 2023	Chief Strategy Officer, SK Telecom
		2019 - 2020	Head of MNO Business Support Group, SK Telecom
		2016 - 2018	Head of Global Business Development Division; SK Telecom
Yoon, Poong Young	President of SUPEX Council Project	2025 - Present	President of SUPEX Council Project	None
		2023 - 2025	Chief Executive Officer, SK AX
		2021 - 2022 2019 - 2021 2018 2016 - 2017	Chief Investment Officer, SK Square Head of Corporate Center, SK Telecom Head of PM Group, SK Telecom Head of Planning Division, SK C&C
Oh, Alice Haeyun	Professor of Computing, KAIST	2008 - Present	Professor of Computing, KAIST	None
		2025 - Present	Head of Global Cooperation Subcommittee, National AI Strategy Committee
		2018 - 2024	Director, KAIST Center for MARS Artificial Intelligence Research
		2021 - 2023	President and Vice President, KAIST Artificial Intelligence Research Institute
		2020 - 2022	Civilian Committee Member, the Presidential Committee on the 4th Industrial Revolution
		2001 - 2002	Researcher, Hewlett-Packard


Lee, Seong Yeob	Professor of Graduate School of Management of Technology, Korea University	2019 - Present	Professor of Graduate School of Management of Technology, Korea University	None
		2025 - Present	President, Korea Information & Communication Technology Law Association
		2025 - Present	Honorary President, Korea Data Artificial Intelligence Law and Policy Society
		2022 - Present	Civilian Chair, Personal Information Regulation Review Committee, Personal Information Protection Commission
		2004 - 2015 2001 - 2004	Foreign Attorney (U.S.), Kim & Chang Senior Government Official, Office for Government Policy Coordination, Prime Minister’s Secretariat
Lim, Tay Seop	Professor of Graduate School of Business, Sungkyunkwan University	2017 - Present	Professor of Graduate School of Business, Sungkyunkwan University	2017 - Present
		2016 - 2017	Partner, CobaltSky Partners Ltd.	2016 - 2017
		2013 - 2015	Representative Director, Macquarie Securities Korea Limited	2013 - 2015
		2010 - 2012	Chief Executive Officer, Goldman Sachs Asset Management Korea	2010 - 2012
		2008 - 2010	Partner, Sofaer Global Research in Hong Kong	2008 - 2010
		2001 - 2008	Co-Head of Branch, Goldman Sachs (Asia) L.L.C. (Seoul Branch)	2001 - 2008

Candidate’s Taxes in Arrears, Management of Insolvent Companies and Statutory Reasons for Disqualification


Name of Candidate	Taxes in Arrears	Management of Insolvent Companies	Statutory Reasons for Disqualification

Jung, Jaihun	None	None	None

Han, Myung Jin	None	None	None

Yoon, Poong Young	None	None	None

Oh, Alice Haeyun	None	None	None

Lee, Seong Yeob	None	None	None

Lim, Tay Seop	None	None	None

Expected Contributions of Candidates for Independent Non-executive Directors

•

Oh, Alice Haeyun

•

Based on her expertise and experience in the field of artificial intelligence (“AI”), which is a core business area of the Company, Ms. Oh will perform the duties of an independent non-executive director by providing professional advice and opinions on overall technology and the Company’s business strategies.

•

In addition, based on her understanding of the Company’s overall management and experience accumulated over three years while serving as an independent non-executive director of the Company, Ms. Oh will seek to vote on key management issues with the purposes of enhancing the Company’s long-term growth and enterprise value while also representing the interests of shareholders and the society.

•

Ms. Oh will perform the duties of an independent non-executive director based on professionalism and independence, and acknowledges that she may be removed from her position if she fails to meet the qualification requirements for independent directors pursuant to Articles 382-3, Article 542-8 of the Korean Commercial Code (the “KCC”) and Article 34 of the Enforcement Decree of the KCC.

•

Lee, Seong Yeob

•

Based on his expertise and experience in information protection and compliance, Mr. Lee will provide professional advice for the purposes of strengthening the Company’s governance on information protection matters and restoring customer trust, and contribute to the Board’s decision-making process by ensuring that various risks are systematically reviewed and that appropriate responses are implemented.

•

Mr. Lee will seek to participate in responsible decision-making on key management issues with the purposes of enhancing the Company’s long-term growth and enterprise value while also representing the interests of shareholders and the society.

•

Mr. Lee will perform the duties of an independent non-executive director based on professionalism and independence, and acknowledges that he may be removed from his position if he fails to meet the qualification requirements for independent directors pursuant to Articles 382-3, Article 542-8 of the KCC and Article 34 of the Enforcement Decree of the KCC.

•

Lim, Tay Seop

•

Based on his expertise in finance, financial management and risk management, Mr. Lim will perform the duties of an independent non-executive director and contribute to the Company’s sustainable growth and the enhancement of enterprise value, while providing professional and diverse perspectives in Board discussions.

•

Mr. Lim will seek to participate in independent and responsible decision-making on key management issues with the purposes of enhancing the Company’s long-term growth while also representing the interests of shareholders and the society.

•

Mr. Lim will perform the duties of an independent non-executive director based on professionalism and independence, and acknowledges that he may be removed from his position if he fails to meet the qualification requirements for independent directors pursuant to Articles 382-3, Article 542-8 of the KCC and Article 34 of the Enforcement Decree of the KCC.

Reasons for Recommendation of Candidates by the Board

•

Jung, Jaihun

•

As the current Chief Executive Officer of SK Telecom, Mr. Jung has been responsible for establishing a business structure and management system based on fundamentals and principles, strengthening the Company’s telecommunications business and driving qualitative growth through focused investment in the AI business, as well as implementing company-wide changes to ways of working through “AX” (AI transformation).

•

In consideration of the rapidly changing business environment, the Board believes Mr. Jung’s experience and capabilities will be essential for fostering a dynamic organizational culture and driving sustainable growth, and it recommends him as a candidate for appointment as an executive director.

•

Han, Myung Jin

•

As the Head of MNO Company-in-Company Unit at SK Telecom, Mr. Han has been strengthening the fundamental competitiveness of business-to-customer services and business-to-business services as was as overall network operations of the Company’s telecommunications business. At the same time, Mr. Han has been driving innovation in telecommunications by identifying AX initiatives and consolidating related functions and capabilities.

•

The Board believes Mr. Han’s experience and capabilities will be essential in addressing the impact of the recent cybersecurity incident, restoring customer trust and improving the Company’s profitability, and it recommends him as a candidate for appointment as an executive director.

•

Yoon, Poong Young

•

Mr. Yoon has served as Head of SK Telecom’s Corporate Center and President of SK AX, and possesses expertise across key areas of the Company’s businesses, including telecommunications and AI, as well as in planning and finance.

•

The Board believes Mr. Yoon’s experience and capabilities will be essential for laying the foundation for sustainable growth in the Company’s telecommunications business and strengthening AI business growth through synergy with the SK Group, and it recommends him as a candidate for appointment as a non-executive director.

•

Oh, Alice Haeyun

•

As a professor of computing at KAIST, Ms. Oh has consistently produced research achievements in AI fields such as natural language processing. Through AI research projects conducted with major domestic and global big technology companies, Ms. Oh has earned recognition for expertise and leadership in AI across academia, government and industry.

•

In addition, Ms. Oh has contributed to the Company’s long-term growth and maximization of enterprise value by enhancing diversity of the Board and providing professional insights over the past three years while serving as an independent non-executive director of the Company.

•

Upon reappointment, Ms. Oh is expected to further strengthen the Board’s expertise and contribute to the Company’s sustainable growth, and the Board recommends her as a candidate for appointment as an independent non-executive director.

•

Lee, Seong Yeob

•

Currently a professor at the Graduate School of Management of Technology at Korea University, Mr. Lee has served as Chair of the Personal Information Regulation Review Committee and President of the Korea Information & Communication Technology Law Association, and possesses specialized expertise in the fields of information protection and technology management.

•

In addition, Mr. Lee has accumulated extensive experience and expertise in information and communications technologies (“ICT”) and compliance based on his experience with ICT-related institutions and key government ministries.

•

Mr. Lee is considered well-suited to advance the Company’s information protection governance and restore customer trust, and the Board recommends him as a candidate for appointment as an independent non-executive director.

•

Lim, Tay Seop

•

Currently a professor at the Graduate School of Business at Sungkyunkwan University, Mr. Lim has more than 30 years of experience in the fields of global equity research, investment advisory and asset management, and has developed deep expertise in finance and risk management.

•

In particular, having served as the Representative Director of Macquarie Securities Korea Limited and Chief Executive Officer of Goldman Sachs Asset Management Korea, Mr. Lim possesses extensive experience in global markets and strong leadership capabilities.

•

Mr. Lim is considered well-suited to enhance the Company’s corporate value and strengthen the diversity of the Board, and the Board recommends him as a candidate for appointment as an independent non-executive director.

5.	Appointment of an Independent Non-executive Director and Audit Committee Member (Lim, Tay Seop)

6.	Appointment of an Audit Committee Member (Lee, Seong Yeob)

Candidate’s Name, Date of Birth, Independence, Recommender and Relationship with the Company’s Largest Shareholder


Name of Candidate	Date of Birth	Candidate for Independent Non-executive Director	Separate Election of Directors who are Audit Committee Members	Relationship with Largest Shareholder	Recommended by

Lim, Tay Seop	September 17, 1963	Yes	Separate election	None	Independent Director Nomination Committee

Lee, Seong Yeob	August 3, 1967	Yes	—	None	Independent Director Nomination Committee
Total: 2 candidates

Candidate’s Main Profession, Business Experience and Transactions with the Company in the Past Three Years


Name of Candidate	Main Profession	Business Experience		Transactions with the Company in the Past Three Years
Name of Candidate	Main Profession	Period	Contents	Transactions with the Company in the Past Three Years
Lim, Tay Seop	Professor of Graduate School of Business, Sungkyunkwan University	2017 - Present	Professor of Graduate School of Business, Sungkyunkwan University	None
		2016 - 2017	Partner, CobaltSky Partners Ltd.
		2013 - 2015	Representative Director, Macquarie Securities Korea Limited
		2010 - 2012	Chief Executive Officer, Goldman Sachs Asset Management Korea
		2008 - 2010	Partner, Sofaer Global Research in Hong Kong
		2001 - 2008	Co-Head of Branch, Goldman Sachs (Asia) L.L.C. (Seoul Branch)
Lee, Seong Yeob	Professor of Graduate School of Management of Technology, Korea University	2019 - Present	Professor of Graduate School of Management of Technology, Korea University	None
		2025 - Present	President, Korea Information & Communication Technology Law Association
		2025 - Present	Honorary President, Korea Data Artificial Intelligence Law and Policy Society
		2022 - Present	Civilian Chair, Personal Information Regulation Review Committee, Personal Information Protection Commission
		2004 - 2015	Foreign Attorney (U.S.), Kim & Chang
		2001 - 2004	Senior Government Official, Office for Government Policy Coordination, Prime Minister’s Secretariat

Candidate’s Taxes in Arrears, Management of Insolvent Companies and Statutory Reasons for Disqualification

Reasons for Recommendation of Candidate by the Board

•

Lim, Tay Seop

•

Based on his expertise in finance and risk management, as well as broad experience and understanding of overall corporate management activities, Mr. Lim is expected to contribute to enhancing the Company’s enterprise value.

•

The Board recommends Mr. Lim as a candidate for a member of the audit committee, as it considers him to be capable of making a significant contribution to the Company’s development and the protection of shareholders’ rights and interests by strengthening the independence of the audit committee and ensuring management transparency.

•

Lee, Seong Yeob

•

Based on his expertise and extensive experience in the fields of information protection and compliance, as well as professional insight into internal control and overall risk management, Mr. Lee is expected to exercise independent and professional judgment in the areas of audit and internal control.

•

The Board recommends Mr. Lee as a candidate for a member of the audit committee, as it considers him to be capable of strengthening the Board’s oversight function and the expertise of the audit committee.

7.	Approval of the Ceiling Amount of Remuneration for Directors

Number of Directors and Total Amount or Maximum Authorized Amount of Remuneration for Directors


	Fiscal year 2026		Fiscal year 2025
Number of directors		8		8
Number of independent non-executive directors		5		5
Total amount of remuneration paid to directors		—		Won 6,218,743,669
Total amount or maximum authorized amount of remuneration for directors		Won 10,000,000,000		Won 10,000,000,000

Appendix 1. Consolidated Financial Statements

SK TELECOM CO., LTD. (the “Parent Company”) AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025 AND DECEMBER 31, 2024, AND

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

SK TELECOM CO., LTD. and its Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2025 and 2024


(In millions of won)	*Note*			December 31, 2025		December 31, 2024
Assets
Current Assets:
Cash and cash equivalents		34,35	W		1,490,024		2,023,721
Short-term financial instruments		5,34,35			151,426		323,890
Short-term investment securities		10,34,35			35,217		—
Accounts receivable – trade, net		6,34,35,36			1,918,502		1,989,306
Short-term loans, net		6,34,35,36			69,664		65,205
Accounts receivable – other, net		6,34,35,36,37			346,326		369,192
Contract assets		8,35			124,831		90,385
Prepaid expenses		7			2,135,763		1,945,610
Prepaid income taxes		31			6,217		21
Derivative financial assets		21,34,35,38			6,945		119,500
Inventories, net		9			167,640		209,783
Assets held for sale		40			143,489		174,839
Advanced payments and others		6,34,35			131,086		165,230

					6,727,130		7,476,682

Non-Current Assets:
Long-term financial instruments		5,34,35			370		373
Long-term investment securities		10,34,35			3,188,572		1,877,922
Investments in associates and joint ventures		11			2,238,470		2,341,827
Investment property, net		13			39,841		26,611
Property and equipment, net		12,14,36,37			11,902,173		12,617,394
Goodwill		15			2,072,493		2,072,493
Intangible assets, net		16			1,710,620		2,194,871
Long-term contract assets		8,35			63,778		46,352
Long-term loans, net		6,34,35,36			32,184		34,446
Long-term accounts receivable – other, net		6,34,35,36,37			164,762		173,252
Long-term prepaid expenses		7			1,280,751		1,108,406
Guarantee deposits, net		6,34,35,36			167,823		155,875
Long-term derivative financial assets		21,34,35,38			303,201		221,608
Defined benefit assets		20			205,477		154,329
Other non-current assets		6,34,35			10,138		12,814

					23,380,653		23,038,573

Total Assets			W		30,107,783		30,515,255

(Continued)

SK TELECOM CO., LTD. and its Subsidiaries

Consolidated Statements of Financial Position, Continued

As of December 31, 2025 and 2024


(In millions of won)	*Note*			December 31, 2025		December 31, 2024
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable – trade		34,35,36	W		110,867		126,508
Accounts payable – other		34,35,36			1,576,870		2,798,978
Withholdings		34,35,36			1,011,918		928,679
Contract liabilities		8			207,682		168,194
Accrued expenses		25,34,35			1,345,998		1,522,750
Income tax payable		31			28,482		243,564
Derivative financial liabilities		21,34,35,38			5,782		—
Provisions		19,39			145,953		50,016
Short-term borrowings		17,34,35,38			130,000		100,000
Current portion of long-term debt, net		17,34,35,38			1,122,584		2,460,109
Current portion of long-term payables – other		18,34,35,38			368,572		367,765
Lease liabilities		34,35,36,38			407,959		351,363
Liabilities held for sale		40			67,108		106,352

SEC Form 6-K filed by SK Telecom Co. Ltd.