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 11th, 2011 10:00 AM (Local time)
2. Place		SK Telecom Boramae Building, Boramae-Gil, 58, Gwanak-gu, Seoul, Korea
3. Agenda		1. Approval of Financial Statements for the 27th 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 Executive Directors
			4.2	Election of Independent Non-Executive Directors
			4.3	Election of Members of the Audit Committee
4. Date of the resolution by the Board of Directors		February 10, 2011
- Attendance of external directors		Present		4
		Absent		1
5. Other Noteworthy Matters		—

Documents relating to the Annual Meeting of Shareholders

1.		Approval of Financial Statements

     (1) NON-CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2010

As of December 31, 2009

		Korean won								Translation into U.S. dollars
A     S     S     E     T     S		2010				2009				2010				2009
		(In millions)								(In thousands)
CURRENT ASSETS:
Cash and cash equivalents		W	357,470			W	420,576			$	316,177			$	371,994
Short-term financial instruments			299,500				178,057				264,904				157,489
Short-term investment securities			393,811				370,182				348,320				327,421
Accounts receivable — trade, net of allowance for doubtful accounts of W151,208 million as of December 31, 2010 and W142,702 million as of December 31, 2009			1,453,061				1,557,514				1,285,212				1,377,600
Short-term loans, net of allowance for doubtful accounts of W1,077 million as of December 31, 2010 and W933 million as of December 31, 2009			81,126				66,888				71,755				59,162
Accounts receivable — other, net of allowance for doubtful accounts of W34,792 million and present value of W1,252 million as of December 31, 2010 and W26,059 million and W8,478 as of December 31, 2009			2,499,969				2,032,757				2,211,188				1,797,945
Inventories			9,019				22,656				7,977				20,039
Prepaid expenses			139,129				112,762				123,058				99,736
Current deferred income tax assets, net			182,516				194,825				161,433				172,320
Accrued income and other			67,262				26,835				59,492				23,734
Total Current Assets			5,482,863				4,983,052				4,849,516				4,407,440
NON-CURRENT ASSETS:
Property and equipment, net			5,027,567				5,196,521				4,446,813				4,596,251
Intangible assets, net			2,513,723				2,665,936				2,223,353				2,357,983
Long-term financial instruments			69				6,519				61				5,766
Long-term investment securities			1,517,029				2,420,262				1,341,791				2,140,688
Equity securities accounted for using the equity method			3,424,106				2,680,872				3,028,574				2,371,194
Long-term loans, net of allowance for doubtful accounts of W23,730 million as of December 31, 2010 and W24,250 million as of December 31, 2009			69,667				64,216				61,619				56,798
Long-term accounts receivable — other, net of present value			527,084				761,647				466,198				673,666
Guarantee deposits			164,983				172,021				145,925				152,150
Long-term currency swap			139,577				223,173				123,454				197,393
Long-term deposits and other			93,244				123,414				82,474				109,159
Total Non-current Assets			13,477,049				14,314,581				11,920,262				12,661,048
TOTAL ASSETS		W	18,959,912			W	19,297,633			$	16,769,779			$	17,068,488

(Continued)

		Korean won								Translation into U.S. dollars
LIABILITIES AND STOCKHOLDERS’ EQUITY		2010				2009				2010				2009
			(In millions)							(In thousands)
CURRENT LIABILITIES:
Accounts payable		W	1,281,423			W	1,136,475			$	1,133,401			$	1,005,196
Income tax payable			243,263				381,940				215,163				337,821
Accrued expenses			1,112,300				934,372				983,814				826,439
Withholdings			348,093				250,656				307,883				221,702
Current portion of long-term debt, net			1,208,555				513,277				1,068,950				453,986
Current portion of subscription deposits			5,611				6,804				4,963				6,018
Currency swap			7,848				35,145				6,941				31,085
Interest swap			7,546				1,173				6,674				1,038
Advanced receipts and other			45,324				34,791				40,089				30,772
Total Current Liabilities			4,259,963				3,294,633				3,767,878				2,914,057
NON-CURRENT LIABILITIES:
Bonds payable, net			2,839,751				3,349,216				2,511,720				2,962,335
Long-term borrowings			113,890				816,760				100,734				722,413
Subscription deposits			5,219				5,480				4,616				4,847
Long-term payables — other, net of present value discount of W2,457 million as of December 31, 2010 and W5,837 million as of December 31, 2009			50,643				164,163				44,793				145,200
Accrued severance indemnities, net			25,048				25,155				22,155				22,249
Non-current deferred income tax liabilities, net			10,802				210,859				9,554				186,502
Long-term currency swap			9,718				18,281				8,595				16,169
Long-term interest swap			5,043				16,215				4,460				14,342
Guarantee deposits received and other			185,418				155,421				164,001				137,468
Total Non-current Liabilities			3,245,532				4,761,550				2,870,628				4,211,525
Total Liabilities			7,505,495				8,056,183				6,638,506				7,125,582
STOCKHOLDERS’ EQUITY:
Capital stock			44,639				44,639				39,483				39,483
Capital surplus			3,031,780				3,032,009				2,681,567				2,681,770
Capital adjustments:
Treasury stock			(2,202,439	)			(1,992,083	)			(1,948,027	)			(1,761,970	)
Loss on disposal of treasury stock			(716	)			(716	)			(633	)			(633	)
Equity method in capital adjustments			(88,233	)			(52,626	)			(78,041	)			(46,547	)
Other capital adjustments			(662,983	)			(662,983	)			(586,399	)			(586,399	)
Accumulated other comprehensive income (loss) :
Unrealized gains on valuation of long-term investment securities, net			801,282				1,003,145				708,723				887,268
Equity in other comprehensive loss of affiliates, net			(92,659	)			(84,809	)			(81,956	)			(75,012	)
Gain (Loss) on valuation of currency swap, net			(60,749	)			6,516				(53,732	)			5,763
Loss on valuation of interest swap, net			(5,720	)			(10,932	)			(5,059	)			(9,669	)
Retained earnings:
Appropriated			9,350,386				8,890,053				8,270,287				7,863,128
Unappropriate			1,339,829				1,069,237				1,185,060				945,724
Total Stockholders’ Equity			11,454,417				11,241,450				10,131,273				9,942,906
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		W	18,959,912			W	19,297,633			$	16,769,779			$	17,068,488

     (2) NON-CONSOLIDATED STATEMENTS OF INCOME

From January 1, 2010 to December 31, 2010

From January 1, 2009 to December 31, 2009

		Korean won								Translation into U.S. dollars
		2010				2009				2010				2009
		(In millions except for per share data)								(In thousands except for per share data)
OPERATING REVENUE		W	12,459,990			W	12,101,184			$	11,020,688			$	10,703,329
OPERATING EXPENSES :
Labor cost			(497,079	)			(460,906	)			(439,659	)			(407,665	)
Commissions paid			(4,960,782	)			(4,594,727	)			(4,387,743	)			(4,063,972	)
Depreciation and amortization			(2,042,681	)			(1,895,880	)			(1,806,723	)			(1,676,880	)
Network interconnection			(1,030,380	)			(1,068,243	)			(911,357	)			(944,846	)
Leased line			(189,060	)			(332,824	)			(167,221	)			(294,378	)
Advertising			(258,737	)			(265,498	)			(228,849	)			(234,829	)
Research and development			(264,417	)			(233,469	)			(233,873	)			(206,500	)
Rent			(295,226	)			(277,018	)			(261,123	)			(245,019	)
Frequency usage			(176,890	)			(157,400	)			(156,457	)			(139,218	)
Repair			(181,263	)			(160,571	)			(160,325	)			(142,023	)
Cost of goods sold			(108,870	)			(35,979	)			(96,294	)			(31,823	)
Other			(419,613	)			(439,332	)			(371,142	)			(388,583	)
Sub-total			(10,424,998	)			(9,921,847	)			(9,220,766	)			(8,775,736	)
OPERATING INCOME			2,034,992				2,179,337				1,799,922				1,927,593
OTHER INCOME:
Interest income			210,248				157,104				185,961				138,956
Foreign exchange and translation gains			22,885				99,080				20,241				87,635
Equity in earnings of affiliates			74,318				63,804				65,733				56,434
Gain on valuation of short-term investment securities			—				14,086				—				12,459
Gain on disposal of property and equipment and intangible assets			7,774				24,547				6,876				21,711
Gain on valuation of derivative			7,951				109,306				7,033				96,680
Other			237,905				318,517				210,424				281,724
Sub-total			561,081				786,444				496,268				695,599

(Continued)

		Korean won								Translation into U.S. dollars
		2010				2009				2010				2009
		(In millions except for per share data)								(In thousands except for per share data)
OTHER EXPENSES:
Interest and discounts		(W	275,790	)		(W	304,569	)		($	243,932	)		($	269,387	)
Donations			(122,987	)			(70,765	)			(108,780	)			(62,591	)
Foreign exchange and translation losses			(11,393	)			(176,076	)			(10,077	)			(155,737	)
Equity in losses of affiliates			(181,077	)			(295,332	)			(160,160	)			(261,217	)
Loss on disposal of account receivable — other			—				(28,711	)			—				(25,394	)
Loss on disposal of property, equipment and intangible assets			(55,982	)			(83,034	)			(49,515	)			(73,442	)
Loss on valuation of derivative			(19,198	)			(119,696	)			(16,980	)			(105,869	)
External research and development cost			(80,474	)			(55,528	)			(71,178	)			(49,114	)
Other			(32,318	)			(174,726	)			(28,585	)			(154,543	)
Sub-total			(779,219	)			(1,308,437	)			(689,207	)			(1,157,294	)
ORDINARY INCOME			1,816,854				1,657,344				1,606,983				1,465,898
INCOME BEFORE INCOME TAX			1,816,854				1,657,344				1,606,983				1,465,898
PROVISION FOR INCOME TAX			(405,886	)			(369,004	)			(359,001	)			(326,379	)
NET INCOME		W	1,410,968			W	1,288,340			$	1,247,982			$	1,139,519
NET INCOME PER SHARE (In Korean won and U.S. dollars)		W	19,612			W	17,808			$	17.347			$	15.751
DILUTED NET INCOME PER SHARE (In Korean won and U.S. dollars)		W	19,312			W	17,599			$	17.081			$	15.566

     (3) NON-CONSOLIDATED STATEMENTS OF APPROPRIATIONS OF RETAINED EARNINGS

From January 1, 2010 to December 31, 2010

From January 1, 2009 to December 31, 2009

		Korean won								Translation into U.S. dollars
		2010				2009				2010				2009
		(In millions)								(In thousands)
RETAINED EARNINGS BEFORE APPROPRIATIONS:
Beginning of year		W	1,206			W	1,762			$	1,067			$	1,558
Interim dividends			(72,345	)			(72,345	)			(63,988	)			(63,988	)
Retirement of treasury stock			—				(92,477	)			—				(81,795	)
Changes in retained earning from equity method accounting			—				(56,043	)			—				(49,569	)
Net income			1,410,968				1,288,340				1,247,982				1,139,519
End of year			1,339,829				1,069,237				1,185,061				945,725
TRANSFER FROM VOLUNTARY RESERVES:
Reserve for research and manpower development			123,334				376,667				109,087				333,157
			123,334				376,667				109,087				333,157
APPROPRIATIONS:
Reserve for research and manpower development			—				(363,000	)			—				(321,068	)
Reserve for business expansion			(490,000	)			(474,000	)			(433,398	)			(419,246	)
Reserve for technology development			(374,000	)			—				(330,798	)			—
Cash dividends			(597,198	)			(607,698	)			(528,213	)			(537,500	)
			(1,461,198	)			(1,444,698	)			(1,292,409	)			(1,277,814	)
UNAPPROPRIATED RETAINED EARNINGS TO BE CARRIED FORWARD TO SUBSEQUENT YEAR		W	1,965			W	1,206			$	1,738			$	1,067

2.		Approval of Ceiling Amount of the Remuneration of Directors

     The number of directors and total amount and maximum authorized amount of compensation of directors are as follows:

Classification		Fiscal year 2010		Fiscal year 2011
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

3.		Amendment to Company Regulation on Executive Compensation

     The proposed amendment combines the previously bifurcated severance pay and special rewards regulations into a single regulation on executive severance pay.

     The proposed amendment is as follows:

Current		Amendments (Proposed)
Article 4 (Severance Pay)		Article 4 (Severance Pay)
(1) Method for determining the amount of executive severance pay shall be separately stipulated (amended as of 2001.3.1). (2) The amount of severance pay to be paid by the Company to an executive shall be the amount that is calculated by multiplying the base wage applicable to his/her last post as determined in accordance with Article 9 and the rate of payment applicable to the duration of each post held by him/her as determined in accordance with Article 6. (3) Notwithstanding paragraph 2 above, in respect of an executive whose employment is resolved by the Executive Management Committee to be terminated for reasons attributable to his/her violation of the Code of Ethics or other rules and regulations of the Company or contract(s) with the Company to which s/he is a party, the Company may reduce the amount of severance pay set forth in paragraph (2) above down to the statutorily prescribed amount.		(1) Unamended (2) Unamended (3) Unamended (4) (Newly adopted) In respect of executives who have made a significant contribution to the advancement of the Company during the term of their service or whose employment is terminated due to death or other special circumstances, the amount of severance pay may be increased up to the amount calculated pursuant to paragraph (2) above.

Current		Amendments (Proposed)
Article 10 (Special Rewards)		Deleted
(1) Where a resigning executive has made a significant contribution to the advancement of the Company during the term of his/her service, a special reward may be paid in addition to the severance pay set forth in Article 4. (2) Candidacy for and the amount of the special reward to be paid in accordance with paragraph (1) above shall be determined by a resolution of the Board of Directors.

4.		Approval of the Appointment of Directors

     (1) Candidates for Executive Directors

Name		Term		Profile		Remarks
HA, SUNG MIN		3Years		- B.A., Sung Kyun Kwan University (Business Administration)		New Appointment
				- Head of Strategic Planning Office, SK Telecom
				- Head of Management Supporting Division, SK Telecom
				- President, Mobile Network Operator Business, SK Telecom
				- President & CEO, SK Telecom (Current)
SO, JIN WOO		3Years		- B.A., Seoul National University (Electrical Engineering)		New Appointment
				- M.B.A., University of Iowa
				- CEO, SK Communications
				- Head of New/Global Business Strategy Division, SK Telecom
				- President, Global Business, SK Telecom
				- President, Global Management Service, SK Telecom
				- President, Convergence & Internet Business, SK Telecom
				- President, Platform Business & Co-CEO, SK Telecom (Current)

     (2) Candidates for Independent Non-Executive Directors

Name		Term		Profile		Remarks
UHM, RAK YONG		3Years		- B.A., Seoul National University (Law)		Current Director
				- M.A., Harvard University, Kennedy School of Government
				- Commissioner, Korea Customs Service
				- Vice Minister, Ministry of Finance and Economy
				- President, Korea Development Bank
				- Non-Standing Director, KOTRA
				- Visiting Professor, Graduate School of Public Administration, Seoul National University
				- Advisory Management Professor, Korea Banking Institute
				- Independent Non-Executive Director, Tong Yang Life Insurance Co., Ltd. (Current)
				- Visiting Professor, Chung-Ang University (Current)
CHUNG, JAY		3Years		- B.A., Sung Kyun Kwan University (Business Administration)		Current Director
YOUNG				- Master of Commerce, School of Commerce, Waseda University
				- Doctor of Commerce, School of Commerce, Waseda University
				- Independent Non-Executive Director, POSCO
				- Vice President, Sung Kyun Kwan University
				- Chairman, Asia-Pacific Economics Association
				- Chairman, The Korean Association of Trade and Industry Studies
				- Chairman, The Korean-Japanese Economics & Management Association
				- Professor, Graduate School of Business Administration, Sung Kyun Kwan University
				- Honorary Professor, Sung Kyun Kwan University (Current)
CHO, JAE HO		3Years		- B.A., Seoul National University (Business Administration)		Current Director
				- M.B.A., The Wharton School, University of Pennsylvania
				- Ph.D., The Wharton School, University of Pennsylvania
				- Assistant Professor of Finance, Baruch College, The City University of New York
				- Managing Director, Seoul National University Foundation
				- Visiting Scholar, The Wharton School, University of Pennsylvania
				- Visiting Professor, Graduate School of Economics, University of Tokyo
				- Deputy Director, SNU Institute of Research in Finance and Economics
				- Director, Kyung Hee Foundation (Current)
				- Chair, Sub-committee for Capital Market Development, Financial Services Commission (Current)
				- Professor of Finance, College of Business Administration, Seoul National University (Current)

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

Name		Term		Profile		Remarks
CHUNG, JAY		3Years		- B.A., Sung Kyun Kwan University (Business Administration)		Current Director
YOUNG				- Master of Commerce, School of Commerce, Waseda University
				- Doctor of Commerce, School of Commerce, Waseda University
				- Independent Non-Executive Director, POSCO
				- Vice President, Sung Kyun Kwan University
				- Chairman, Asia-Pacific Economics Association
				- Chairman, The Korean Association of Trade and Industry Studies
				- Chairman, The Korean-Japanese Economics & Management Association
				- Professor, Graduate School of Business Administration, Sung Kyun Kwan University
				- Honorary Professor, Sung Kyun Kwan University (Current)
CHO, JAE HO		3Years		- B.A., Seoul National University (Business Administration)		Current Director
				- M.B.A., The Wharton School, University of Pennsylvania
				- Ph.D., The Wharton School, University of Pennsylvania
				- Assistant Professor of Finance, Baruch College, The City University of New York
				- Managing Director, Seoul National University Foundation
				- Visiting Scholar, The Wharton School, University of Pennsylvania
				- Visiting Professor, Graduate School of Economics, University of Tokyo
				- Deputy Director, SNU Institute of Research in Finance and Economics
				- Director, Kyung Hee Foundation (Current)
				- Chair, Sub-committee for Capital Market Development, Financial Services Commission (Current)
				- Professor of Finance, College of Business Administration, Seoul National University (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 18, 2011