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 2009

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 13th, 2009 09:00 AM (Local time)
2. Place		SK Telecom Boramae Building, 729-1, Bongcheon 1-dong, Gwanak-gu, Seoul, Korea
3. Agenda		1. Approval of Financial Statements for the 25th Fiscal Year
		2. Approval of Ceiling Amount of the Remuneration for Directors
		3. Amendment to Company Regulation on Executive Compensation as set forth in Item 2 of the Company’s agenda enclosed herewith
		4. Approval of the Appointment of Directors as set forth in Item 3 of the Company’s agenda enclosed herewith
		4.1 Election of Directors
		4.2 Election of Independent Non-Executive Directors
		4.3 Election of a Member of the Audit Committee
4. Date of the resolution by the Board of Directors		February 17, 2009
- Attendance of external directors		Present                    5
		Absent                    0
5. Other Noteworthy Matters		The Audit Committee is comprised entirely of independent non-executive directors, all four 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, 2008
As of December 31, 2007

(in thousands of Won)

Item		2008				2007
Current Assets			3,990,502,949				4,094,058,627
- Quick Assets			3,976,575,733				4,075,377,644
- Inventories			13,927,216				18,680,983
Fixed Assets			14,626,992,092				14,038,451,284
- Investment Assets			5,668,127,286				5,940,045,739
- Tangible Assets			4,698,214,026				4,594,412,996
- Intangible Assets			2,941,591,585				3,174,941,521
- Other non-current assets			1,319,059,195				329,051,029
Total Assets			18,617,495,041				18,132,509,911
Current Liability			3,412,490,049				2,484,547,650
Fixed Liability			4,475,998,133				4,221,015,994
Total Liability			7,888,488,182				6,705,563,644
Capital Stock			44,639,473				44,639,473
Capital Surplus			2,957,095,428				2,954,829,155
Retained Earnings			9,501,018,189				8,905,864,697
Capital Adjustments			(2,147,530,344	)			(2,072,485,937	)
Accumulated other comprehensive gains and losses			373,784,114				1,594,098,880
Total Capital			10,729,006,859				11,426,946,267
Total Capital and Liabilities			18,617,495,041				18,132,509,911

     (2) Statement of Profit and Loss

From January 1, 2008 to December 31, 2008
From January 1, 2007 to December 31, 2007

(in thousands of Won )

Item		2008				2007
Operating Revenue			11,674,662,258				11,285,900,130
Operating Expenses			9,614,765,938				9,114,357,241
1. Wages			380,732,213				379,537,717
2. Severance Allowances			33,375,115				30,346,097
3. Employee Benefits			62,749,501				86,343,003
4. Communication Expenses			64,291,791				60,600,367
5. Utility Expenses			109,964,066				99,766,979
6. Taxes & Dues			30,813,796				32,557,444
7. Rent			238,651,233				207,198,758
8. Commissions Paid			4,419,208,274				4,035,757,184
9. Depreciation			1,804,910,219				1,723,017,049
10. Maintenance & Repairs			154,220,777				161,049,678
11. Advertising			300,506,448				304,194,140
12. Training			40,879,329				39,994,401
13. Ordinary Development Expenses			221,501,460				214,795,262
14. Bad Debts			35,501,078				38,608,878
15. Leased Lines			391,150,170				388,795,885
16. Frequency Usage Fees			161,619,291				164,071,959
17. Network Interconnection			1,039,262,543				998,153,581
18. Cost of Goods Sold			59,430,583				83,584,088
19. Others			65,998,052				65,984,770
Operating Income			2,059,896,320				2,171,542,889
Non-operating Income			1,015,279,054				851,314,881
Non-operating Expenses			1,569,099,595				706,745,606
Income Before Income Taxes			1,506,075,778				2,316,112,165
Income Taxes			228,417,996				673,660,847
Net Income			1,277,657,782				1,642,451,318

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

From January 1, 2008 to December 31, 2008
From January 1, 2007 to December 31, 2007

(in thousands of Won)

Item		2008				2007
Retained Earnings Before Appropriations			1,205,981,212				1,570,827,720
1. Retained Earnings Carried Over from Previous Year			1,116,433				1,043,861
2. Profits on Disposition of Treasury Stocks			—				—
3. Changes to the Retained Earnings of the Companies Accounted in Equity Method			—				—
4. Interim Dividends			(72,793,003	)			(72,667,459	)
Common Stock Dividends (ratio)			—				—
Current Fiscal Year: W1,000 (200%)			—				—
Previous Fiscal Year: W1,000 (200%)			—				—
5. Current Net Income			1,277,657,782				1,642,451,318
Transfer from Voluntary Reserves			455,984,154				33,000,000
1. Reserve for Research and Manpower Development			200,000,000				—
2. Reserve for loss on disposal of treasury stock			255,984,154				—
3. Reserve for finance structure improvement			—				33,000,000
Appropriations of Retained Earnings			1,660,203,305				1,602,711,287
1. Legal Reserves			—				—
2. Appropriated Retained Earnings for Loss on Disposition of Treasury Stock			—				—
3. Reserve for Research and Manpower Development
4. Dividend			609,203,305				609,711,287
(1) Cash Dividend			609,203,305				609,711,287
Common Stock Dividend (ratio)
Current Fiscal Year: W8,400 (1,680%)
Previous Fiscal Year: W8,400 (1,680%)
5. Reserve for Business Expansion			701,000,000				193,000,000
6. Reserve for Technology Development			350,000,000				800,000,000
Retained Earnings to be Carried Forward to Next Year			1,762,060				1,116,433

2. Approval of Ceiling Amount of the Remuneration for Directors.

     (1) Number of directors; total amount and maximum authorized amount of compensation of directors

Classification		Fiscal year ended of 2008		Fiscal year ended 2009
Number of directors (Number of independent non-executive directors)		9 persons (6 persons)		8 persons (5 persons)
Total amount and maximum authorized amount of compensation of directors		Won 12 billion		Won 12 billion

3. Amendment to Company Regulation on Executive Compensation

     The Proposed amendment is as follows:

Current		Amendments (Proposed)
Article 4 (Severance Pay)		Article 4 (Severance Pay)
‚ The amount of severance pay for executives shall be calculated by multiplying the amount of base salary of his/her final position in accordance with Article 9 and the rate corresponding to the employment years in his/her final position set by Article 6.		‚ The amount of severance pay for executives shall be calculated by multiplying the amount of base salary of his/her final position in accordance with Article 9 and the rate corresponding to the employment years in his/her final position set by Article 6.
		ƒ Notwithstanding Article 4.2 above, in the event the Executive Management Committee has made a determination to terminate the Executive’s employment hereunder for reasons attributable to the Executive’s breach of the rules and regulations of the Company, including the Code of Ethics, and/or other agreement(s) entered into between the Executive and the Company, then the Company shall have the right and entitlement to reduce and minimize the amount of the Executive’s severance payment to the statutorily prescribed amount.

4. Approval of the Appointment of Directors

     4.1 Candidate for Directors

Name		Term		Profile		Remarks
CHEY, JAE WON		3Years		- MBA, Harvard University		New Appointment
				- Executive Vice President, SK Telecom
				- Vice Chairman & CEO, SK E&S (Current)
				- Vice Chairman & CEO, SK Gas (Current)
JUNG, MAN WON		3Years		- MBA, New York University		New Appointment
				- Vice President, Integrated Network Business, SK Corporation
				- Vice President, Internet Business Divisional group, SK Telecom
				- CEO & President, SK Networks
				- CEO & President, SK Telecom (Current)

     4.2 Candidate for Independent Non-Executive Directors

Name		Term		Profile		Remarks
LIM, HYUN CHIN		3Years		- Ph.D., Sociology, Harvard University
				- Adjunct Professor, Sociology Dept., Duke University (Current)
				- Dean, College of Social Sciences, Seoul National University (Current)
				- President, Korean Association of Political Sociology (Current)
				- Independent Non-Executive Director/Member of the Audit Committee, SK Telecom (Current)

     4.3 Candidate for Independent Non-Executive Director who will be a member of the Audit Committee

Name		Term		Profile		Remarks
LIM, HYUN CHIN		3Years		- Ph.D., Sociology, Harvard University
				- Adjunct Professor, Sociology Dept., Duke University (Current)
				- Dean, College of Social Sciences, Seoul National University (Current)
				- President, Korean Association of Political Sociology (Current)
				- Independent Non-Executive Director/Member of the Audit Committee, SK Telecom (Current)

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 20, 2009