0000088941-24-000048 DEFR14A 1 20240429 20240429 SEMTECH CORP 0000088941 3674 04 Manufacturing 952119684 DE 0126 DEFR14A 34 001-06395 24890839 200 FLYNN ROAD CAMARILLO CA 93012-8790 8054982111 200 FLYNN ROAD CAMARILLO CA 93012-8790 DEFR14A 1 a2024defr14a.htm DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under §240.14a-12 SEMTECH CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ? No fee required ? Fee paid previously with preliminary materials ? Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 -------------------------------------------------------------------------------- EXPLANATORY NOTE Semtech Corporation (the “Company,” “we” or “our”) is filing this Amendment No. 1 to the Company’s definitive proxy statement (the “Original Proxy Statement”) filed with the Securities and Exchange Commission on April 26, 2024 to correct certain information disclosed in the section titled “Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Number 2)” (“Proposal Number Two”) in the Original Proxy Statement. In the Original Proxy Statement, the amount disclosed in the category “All Other Fees” under “Independent Registered Public Accounting Firm” in Proposal Number Two on pages 74-75 of the Original Proxy Statement should have been disclosed in the category “Audit-Related Fees.” The disclosure provided under such section of the Original Proxy Statement has been restated in full below to reflect this correction. All other items in the Original Proxy Statement remain unchanged. -------------------------------------------------------------------------------- Independent Registered Public Accounting Firm In connection with the audit of our financial statements for the fiscal year ended January 28, 2024, we entered into an engagement letter with Deloitte which set forth the terms for Deloitte’s performance of the audit services. During fiscal year 2024, each new audit and non-audit engagement of Deloitte was approved in advance by the Audit Committee or its Chairman, and none of those engagements made use of the de minimis exception contained in SEC rules. The Audit Committee has considered the nature and scope of the non-audit services provided by Deloitte and has concluded that Deloitte’s performance of these services is compatible with the auditor’s independence. The following table sets forth the aggregate fees billed, or expected to be billed, by Deloitte for the audit of our financial statements for fiscal years 2024 and 2023, and for audit and non-audit services rendered by Deloitte for those years: Fiscal Year 2023 Fiscal Year 2024 Audit Fees $ 4,440,167 $ 3,843,273 Audit-Related Fees 725,000 20,000 Tax Fees: Tax Compliance Fees 1,390,942 1,163,432 Other Tax Fees 251,230 175,028 All Other Fees — — Total $ 6,807,339 $ 5,201,733 The amounts set forth in the table above include amounts paid to Deloitte as reimbursement for out-of-pocket expenses associated with performance of the services, but do not include Value Added Tax assessed by some non-U.S. jurisdictions on the amount billed by Deloitte. Audit Fees. This category includes fees for the audit of the Company’s financial statements and internal control over financial reporting, and for review of the financial statements included in the Company’s quarterly reports on Form 10-Q. This category also includes services the auditor provided in connection with international and domestic statutory and regulatory filings and services only the Company’s independent registered public accounting firm can provide, specifically assistance with SEC filings, comment letters, and interpretation of accounting principles. Audit-Related Fees. For fiscal year 2024, this category includes fees for services related to securities offerings, including consents and comfort letters. For fiscal year 2023, this category consists of fees for due diligence services in connection with an acquisition. Tax Fees Tax Compliance Fees. This category includes fees for assistance with tax return preparation, tax compliance, and transfer pricing. Other Tax Fees. This category includes fees for assistance with tax consulting services in connection with international entity formation and operation and consulting regarding assessment of new tax rules and regulations.