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

SK Telecom Co., Ltd.

11, Euljiro2-ga, Jung-gu
Seoul 100-999, Korea
(Address of principal executive offices)

     (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 þ     Form 40-F o

     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): o

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): o

     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 registration 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.

     Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o     No þ

     If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-                    

 

 

RESOLUTION TO CALL
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

          The Board of Directors of SK Telecom Co., Ltd. (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		Friday, March 12th, 2010 09:00 AM (Local time)
2. Place		SK Telecom Boramae Building, 58 Boramae-Gil, Gwanak-gu, Seoul, Korea
3. Agenda		1.   Approval of Financial Statements for the 26th Fiscal Year
		2.   Amendment to Articles of Incorporation
		3.   Approval of Ceiling Amount of the Remuneration of Directors
		4.   Approval of the Appointment of Directors
		4.1   Appointment of an Executive Director
		4.2   Appointment of an Independent Non-Executive Director
		4.3   Appointment of Members of the Audit Committee
4. Date of the resolution by the Board of Directors		February 11, 2010
- Attendance of external directors		Present                      5 Absent                      0
5. Other Noteworthy Matters		The Audit Committee is comprised entirely of independent non-executive directors, all three of whom were present for this meeting of the Board of directors.

Documents relating to the Annual Meeting of Shareholders

1.

Approval of Financial Statements.

(1)

Balance Sheet

As of December 31, 2009

As of December 31, 2008

(in thousands of Won)

Item		2009				2008
Current Assets			4,983,052,467				3,990,502,949
-     Quick Assets			4,960,396,358				3,976,575,733
-     Inventories			22,656,109				13,927,216
Fixed Assets			14,314,580,634				14,626,992,092
-     Investment Assets			5,107,652,552				5,668,127,286
-     Tangible Assets			5,196,521,237				4,698,214,026
-     Intangible Assets			2,665,936,305				2,941,591,585
-     Other non-current assets			1,344,470,539				1,319,059,195
Total Assets			19,297,633,101				18,617,495,041
Current Liability			3,294,633,098				3,412,490,049
Fixed Liability			4,761,549,871				4,475,998,133
Total Liability			8,056,182,969				7,888,488,182
Capital Stock			44,639,473				44,639,473
Capital Surplus			3,032,008,520				2,956,373,503
Retained Earnings			9,959,290,057				9,501,018,189
Capital Adjustments			(2,708,406,994	)			(2,146,808,419	)
Accumulated other comprehensive gains and losses			913,919,076				373,784,114
Total Capital			11,241,450,132				10,729,006,859
Total Capital and Liabilities			19,297,633,101				18,617,495,041

(2)

Statement of Profit and Loss

From January 1, 2009 to December 31, 2009

From January 1, 2008 to December 31, 2008

(in thousands of Won)

Item		2009				2008
Operating Revenue			12,101,184,389				11,674,662,258
Operating Expenses			9,921,847,187				9,614,765,938
1.     Wages			429,400,984				380,732,213
2.     Severance Allowances			31,504,679				33,375,115
3.     Employee Benefits			58,874,212				62,749,501
4.     Communication Expenses			57,746,138				64,291,791
5.     Utility Expenses			114,494,971				109,964,066
6.     Taxes & Dues			23,753,115				30,813,796
7.     Rent			277,017,880				238,651,233
8.     Commissions Paid			4,594,727,401				4,419,208,274
9.     Depreciation			1,895,880,390				1,804,910,219
10.   Maintenance & Repairs			160,570,810				154,220,777
11.   Advertising			265,498,281				300,506,448
12.   Training			27,733,838				40,879,329
13.   Ordinary Development Expenses			233,468,864				221,501,460
14.   Bad Debts			105,717,813				35,501,078
15.   Leased Lines			332,823,664				391,150,170
16.   Frequency Usage Fees			157,399,700				161,619,291
17.   Network Interconnection			1,068,243,345				1,039,262,543
18.   Cost of Goods Sold			35,979,057				59,430,583
19.   Others			51,012,044				65,998,052
Operating Income			2,179,337,202				2,059,896,320
Non-operating Income			786,442,853				1,015,279,054
Non-operating Expenses			1,308,436,948				1,569,099,595
Income Before Income Taxes			1,657,343,108				1,506,075,778
Income Taxes			369,003,504				228,417,996
Net Income			1,288,339,603				1,277,657,782

(3)

Statement of Profit Surplus Appropriation / Statement of Deficiency Disposition (Draft)

From January 1, 2009 to December 31, 2009

From January 1, 2008 to December 31, 2008

(in thousands of Won)

Item		2009				2008
Retained Earnings Before Appropriations			1,069,237,234				1,205,981,212
1.   Retained Earnings Carried Over from Previous Year			1,762,060				1,116,433
2.   Changes in Retained Earnings from Equity Method Accounting			(56,042,953	)			—
3.   Retirement of Treasury Stocks			(92,476,473	)			—
4.   Interim Dividends			(72,345,003	)			(72,793,003	)
Common Stock Dividends (ratio):
Current Fiscal Year: W1,000 (200%)
Previous Fiscal Year: W1,000 (200%)
5.   Current Net Income			1,288,339,603				1,277,657,782
Transfer from Voluntary Reserves			376,666,667				455,984,154
1.   Reserve for Research and Manpower Development			376,666,667				200,000,000
2.   Reserve for loss on disposal of treasury stock			—				255,984,154
3.   Reserve for finance structure improvement			—				—
Appropriations of Retained Earnings			1,444,697,992				1,660,203,305
1.   Dividend
(1) Cash Dividend			607,697,992				609,203,305
Common Stock Dividend (ratio):
Current Fiscal Year: W8,400 (1,680%)
Previous Fiscal Year: W8,400 (1,680%)
2.   Reserve for Research and Manpower Development			363,000,000				—
3.   Reserve for Business Expansion			474,000,000				701,000,000
4.   Reserve for Technology Development			—				350,000,000
Retained Earnings to be Carried Forward to Next Year			1,205,909				1,762,060

	2.		Amendment to Articles of Incorporation
			The Proposed amendment is as follows:

Current		Amendments (Proposed)
Article 2 Objectives  (Same as current) ‚ In order to achieve the above objectives, the Company carries on the following business   1. ~ 5. (Same as current) 6. chattel and/or real estate leasing business 7. ~12. (Same as current) 13. Any business or undertaking incidental or conducive to the attainment of the objects above ƒ Omitted		Article 2 Objectives  (Same as current) ‚ In order to achieve the above objectives, the Company carries on the following businesses   1. ~ 5. (Same as current) 6. Real estate business (development, management, leasing, etc.) and chattel leasing business 7. ~12. (Same as current) 13. Lifetime education and lifetime educational facilities management 14. Electric engineering business 15. Information and communication related engineering and construction business 16. Ubiquitous city construction and related service business 17. Any business or undertaking incidental or conducive to the attainment of the objects above ƒ Omitted
<Newly Inserted>		Addendum (as of March 12, 2010) Article 1. Date of Effectiveness These Articles of Incorporation shall take effect as of March 12, 2010

3.

Approval of Ceiling Amount of the Remuneration of Directors.

(1)

Number of directors; total amount and maximum authorized amount of compensation of directors

Classification		Fiscal year ended of 2009		Fiscal year ended 2010
Number of directors (Number of independent non-executive directors)		8 persons (5 persons)		8 persons (5 persons)
Total amount and maximum authorized amount of compensation of directors		Won 12 billion		Won 12 billion

4.

Approval of the Appointment of Directors

4.1

Candidate for Executive Director

Name		Term		Profile		Remarks
CHO, KI HAENG		3Years		•   Bachelor Degree in Business Administration, Korea University •   Vice President, Head of Corporate Management, SK Corporation •   Senior Vice President and CFO, SK Energy •   President and COO, SK Networks •   President, GMS business, SK Telecom (Current)		New Appointment

4.2

Candidate for Independent Non-Executive Director

Name		Term		Profile		Remarks
SHIM, DAL SUP		3Years		•   B.A. in Business Administration, Seoul National University •   M.A in Financial Economics, Webster University, Geneva •   Audit Officer, Korea Customs Service •   Director General for Customs & Tariff, Ministry of Finance & Economy •   Counselor for Finance & Economy, Korean Embassy in the United States •   Auditor, Korea Credit Guarantee Fund •   Senior Visiting Research Fellow, Institute for Global Economics •   Auditor, Korea Technology Investment Corp. (Current)		Current Director

4.3

Candidates for Independent Non-Executive Directors who will be members of the Audit Committee

Name		Term		Profile		Remarks
SHIM, DAL SUP		3Years		•   B.A. in Business Administration, Seoul National University •   M.A in Financial Economics, Webster University, Geneva •   Audit Officer, Korea Customs Service •   Director General for Customs & Tariff, Ministry of Finance & Economy •   Counselor for Finance & Economy, Korean Embassy in the United States •   Auditor, Korea Credit Guarantee Fund •   Senior Visiting Research Fellow, Institute for Global Economics •   Auditor, Korea Technology Investment Corp. (Current)		Current Director
CHUNG, JAY YOUNG		1Year		•   Bachelor, Sung Kyun Kwan University (Business Administration), Korea •   Master of Commerce, School of Commerce, Waseda University •   Doctor of Commerce, School of Commerce, Waseda University •   Director, Korea-U.S. Enterprise Cooperation Foundation •   Independent Non-Executive Director, POSCO •   Vice-President, Sung Kyun Kwan University •   Chairman, Asia-Pacific Economics Association •   Chairman, The Korean-Japanese Economics & Management Association •   Professor, Graduate School of Business Administration, Sung Kyun Kwan University (Current)		Current Director

Forward-Looking Statement Disclaimer

The material above contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or performance to be materially different from any future results or performance expressed or implied by such forward-looking statements. We do not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Additional information concerning these and other risk factors are contained in our latest annual report on Form 20-F and in our other filings with the U.S. Securities and Exchange Commission.

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.

Date: February 17, 2010