SEMTECH CORP false 0000088941 0000088941 2020-06-11 2020-06-11

 

 

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): June 11, 2020

 

Semtech Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

1-6395

 

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 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 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (“Annual Meeting”) of Semtech Corporation (the “Company”) was held on June 11, 2020. At the Annual Meeting, stockholders (a) elected the nine nominees identified in the table below to the Board of Directors of the Company to serve until the Company’s 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified, (b) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021; and (c) approved, on an advisory basis, the compensation paid to the Company’s named executive officers. Set forth below are the final voting tallies for the Annual Meeting.

The total number of shares present in person or by proxy was 62,447,771 shares or 95.88% of the total shares issued and outstanding and entitled to vote, thereby constituting a quorum for the purpose of the Annual Meeting. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.

The following is a tabulation of the votes with respect to each of the proposals:

Proposal Number 1

Election of Directors

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

James P. Burra

 

58,352,301

 

1,025,529

 

3,069,940

Rodolpho C. Cardenuto

 

58,436,025

 

941,805

 

3,069,940

Bruce C. Edwards

 

57,627,042

 

1,750,788

 

3,069,940

Saar Gillai

 

59,332,795

 

45,035

 

3,069,940

Rockell N. Hankin

 

55,197,908

 

4,179,922

 

3,069,940

Ye Jane Li

 

58,430,404

 

947,426

 

3,069,940

James T. Lindstrom

 

58,270,134

 

1,107,696

 

3,069,940

Mohan R. Maheswaran

 

58,957,714

 

420,116

 

3,069,940

Sylvia Summers

 

59,333,287

 

44,543

 

3,069,940

Proposal Number 2

Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

62,134,508

 

287,995

 

25,267

 

0

Proposal Number 3

Advisory (Non-Binding) Vote on Executive Compensation

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

47,322,262

 

12,031,302

 

24,266

 

3,069,940


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 thereunto duly authorized.

 

 

 

SEMTECH CORPORATION

             

Date: June 15, 2020

 

 

 

/s/ Charles B. Ammann

 

 

Name:

 

Charles B. Ammann

 

 

Title:

 

Executive Vice President, General Counsel and Secretary