Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.)



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


(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




  LOGO   Go to www.investorvote.com/SMTC or scan the QR code – login details are located in the shaded bar below.





Votes submitted electronically must be received by 11:59 p.m. (Eastern Time), on June 7, 2023


Vote in Person: Many Stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.



Important Notice Regarding the Availability of Proxy Materials for

Semtech Corporation’s Annual Meeting of Stockholders to be Held on June 8, 2023

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at:







  Easy Online Access – View your proxy materials and vote.


Step 1:  

   Go to www.investorvote.com/SMTC.
  Step 2:      Click on the icon on the right to view meeting materials.
  Step 3:      Return to the investorvote.com window and follow the instructions on the screen to log in.
  Step 4:      Make your selections as instructed on each screen for your delivery preferences.
  Step 5:      Vote your shares.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.





  Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 29, 2023 to facilitate timely delivery.






  Stockholder Meeting Notice


Semtech Corporation’s Annual Meeting of Stockholders will be held on June 8, 2023 at

the Sonesta Select Camarillo hotel, 4994 Verdugo Way, Camarillo, California 93012, at 11:00 a.m. Pacific Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals 2 and 3 and 1 YEAR on Proposal 4:


Election of Directors:

Martin S.J. Burvill

Rodolpho C. Cardenuto

Gregory M. Fischer

Saar Gillai

Rockell N. Hankin

Ye Jane Li

Paula LuPriore

Mohan R. Maheswaran

Sylvia Summers

Paul V. Walsh, Jr.


Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.


Advisory resolution to approve executive compensation.


To recommend, by non-binding vote, the frequency of executive compensation votes.

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.







Here’s how to order a copy of the proxy materials and select delivery preferences:



Current and future delivery requests can be submitted using the options below.



If you request an email copy, you will receive an email with a link to the current meeting materials.


  PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.

–   Internet – Go to www.investorvote.com/SMTC.


–   Phone – Call us free of charge at 1-866-641-4276.


–   Email – Send an email to investorvote@computershare.com with “Proxy Materials Semtech Corporation” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.


To facilitate timely delivery, requests for a paper copy of proxy materials must be received by May 29, 2023.