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<TEXT>
SEMTECH CORP false 0000088941 0000088941 2023-11-09 2023-11-09



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 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): November 9, 2023



                              Semtech Corporation
             (Exact name of registrant as specified in its charter)



                                    Delaware
                          (State or other jurisdiction
                               of incorporation)

 001-06395         95-2119684
(Commission       (IRS Employer
File Number)   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 or to be registered pursuant to Section 12(b) of the
Exchange Act:

                                        Trading              Name of each exchange
    Title of each class                Symbol(s)              on which registered
  Common Stock, par value                SMTC              The Nasdaq Global Select
      $0.01 per share                                               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. ?




--------------------------------------------------------------------------------
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


As previously disclosed on Current Reports on Forms 8-K filed by Semtech
Corporation, a Delaware corporation (“Semtech” or the “Company”), on
September 8, 2023 and September 20, 2023, Semtech appointed Mark Lin to serve as
the Company’s Executive Vice President and Chief Financial Officer effective
October 2, 2023 (the “Transition Date”). Emeka Chukwu, the Company’s former
Executive Vice President and Chief Financial Officer, ceased serving as the
Company’s Executive Vice President and Chief Financial Officer on the Transition
Date. Mr. Chukwu’s employment with the Company will end on November 10, 2023.

On November 9, 2023, the Compensation Committee of Semtech’s Board of Directors
approved severance benefits for Mr. Chukwu consisting of cash payments totaling
$430,000, Company-paid healthcare continuation coverage under COBRA for twelve
months, and continued vesting of Mr. Chukwu’s outstanding restricted stock units
granted by the Company that are subject to time/service-based (and not
performance-based) vesting conditions and scheduled to vest on or before
March 31, 2025 (“RSUs”), provided that Mr. Chukwu enters into a separation
agreement with the Company that includes a consulting period through March 31,
2025 (with no additional compensation for Mr. Chukwu’s consulting services other
than continued vesting of his RSUs) and a general release of claims in favor of
the Company.

--------------------------------------------------------------------------------
                                   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: November 14, 2023               By:   /s/ Mark Lin
                                            Name:    Mark Lin
                                            Title:   Executive Vice President and Chief Financial Officer
</TEXT>
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