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false000008894100000889412024-06-062024-06-06



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K/A




                                 CURRENT REPORT
 Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 6, 2024

                              SEMTECH CORPORATION
             (Exact name of registrant as specified in its charter)
                                    Delaware
                         (State or other jurisdiction of
                                 incorporation)


                     001-06395                                  95-2119684
             (Commission File Number)                (IRS Employer Identification No.)

                  200 Flynn Road
                   Camarillo, California                        93012-8790
     (Address of principal executive offices)                   (Zip Code)


                                  805-498-2111
              (Registrant’s telephone number, including area code)

                                 Not applicable
         (Former name or former address, if changed since last report)




Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

  ?  Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

  ?  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

  ?  Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

  ?  Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
                                                                                                        Name of each exchange on which
     Title of each class                                 Trading Symbol(s)                                        registered
Common Stock, par value $0.01
          per share                                             SMTC                                    The Nasdaq Global Select Market



Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ?

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ?




--------------------------------------------------------------------------------

Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by
Semtech Corporation (“Semtech”) with the Securities and Exchange Commission on
June 7, 2024 (the “Original 8-K”). This Form 8-K/A is being filed solely for the
purpose of updating the description of equity awards granted to Hong Q. Hou in
connection with his appointment as President and Chief Executive Officer.

Item 5.02   Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In the Original 8-K, the Company noted that the equity awards granted to Mr. Hou
in connection with his appointment as President and Chief Executive Officer
would be structured as “inducement grants” under applicable listing rules. After
further analysis, however, the Company has determined to grant these awards
under the Company’s 2017 Long-Term Equity Incentive Plan and is consistent with
the performance measures applicable to the performance stock units awarded by
the Company to its other executive officers for fiscal year 2025.

Item 9.01   Financial Statements and Exhibits.

    (d) Exhibits

Exhibit 104  Cover Page Interactive Data File (embedded within the inline XBRL
Document)








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                                   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 hereunto duly authorized.
                                         SEMTECH CORPORATION

           Date:    June 13, 2024        /s/ Mark Lin
                                         Name:          Mark Lin
                                         Title:         Chief Financial Officer
</TEXT>
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