SEMTECH CORP false 0000088941 0000088941 2023-09-13 2023-09-13





Washington, D.C. 20549







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



Semtech Corporation

(Exact name of registrant as specified in its charter)




(State or other jurisdiction

of incorporation)


001-06395   95-2119684


File Number)


(IRS Employer

Identification No.)


200 Flynn Road

Camarillo, California

(Address of principal executive offices)   (Zip Code)


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





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.


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.


Date: September 14, 2023   By:  

/s/ Emeka N. Chukwu

  Name:   Emeka N. Chukwu
  Title:   Chief Financial Officer