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): September 13, 2023
(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 or to be registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which 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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 14, 2023, Semtech Corporation, a Delaware corporation (“Semtech” or the “Company”), announced that Gary Beauchamp, Semtech’s Executive Vice President and General Manager, Signal Integrity Products Group, will separate from employment with the Company on September 15, 2023. In connection with his separation, Mr. Beauchamp and Semtech entered into a Departure and Separation Agreement dated September 13, 2023 (the “Departure Agreement”).
Pursuant to the Departure Agreement, Mr. Beauchamp has agreed to provide transition consulting support to Semtech for a period of 12 months following his separation date and Semtech will pay Mr. Beauchamp separation benefits totaling $619,172 CAD over the consulting period. Mr. Beauchamp’s restricted stock units granted by the Company that are outstanding, subject to time/service-based (and not performance-based) vesting conditions, and scheduled to vest on or before March 31, 2024 will also accelerate and vest on Mr. Beauchamp’s separation date. The Departure Agreement also includes a general release of any claims by Mr. Beauchamp.
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: September 14, 2023 | By: | /s/ Emeka N. Chukwu | ||
| Name: | Emeka N. Chukwu | |||
| Title: | Chief Financial Officer | |||