Semtech Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$SMTC
Semiconductors
Technology
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 3, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Compensatory Arrangements of Certain Officers.
As disclosed in Item 5.07 below, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Semtech Corporation (“Semtech” or the “Company”), the stockholders of the Company, upon the recommendation of the Board of Directors (the “Board”) of the Company, approved an amendment and restatement (the “Plan Amendment”) of the Semtech Corporation 2017 Long-Term Equity Incentive Plan (the “2017 Plan”, and the 2017 Plan as amended and restated by the Plan Amendment, the “Amended and Restated 2017 Plan”). The Plan Amendment increased the aggregate number of shares of the Company’s common stock available for award grants under the 2017 Plan by 2,100,000 shares and became effective upon such stockholder approval.
The foregoing summary of the Plan Amendment is qualified in its entirety by reference to the text of the Amended and Restated 2017 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 3, 2025, the Board approved the amendment and restatement of the Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws are effective as of June 3, 2025.
The amendments effected by the Amended and Restated Bylaws, among other things: (a) align the Company’s bylaws with developments in Delaware law and jurisprudence; (b) revise the procedural and disclosure requirements applicable to stockholders’ director nominations and proposals for other business; (c) include a provision regarding severability; and (d) add bylaws allowing the Board to operate with reduced procedural requirements during an emergency, as defined in the Delaware General Corporation Law. The Amended and Restated Bylaws also implement certain other ministerial and conforming changes.
The foregoing description does not purport to be complete and is qualified in its entirety by the complete text of the Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to Vote of Stockholders.
At the Annual Meeting, which was held on June 5, 2025, stockholders (a) elected the nine nominees identified in the table below to the Board to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective 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 2026; (c) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (d) approved the Amended and Restated 2017 Plan. Set forth below are the final voting tallies for the Annual Meeting.
The total number of shares present in person or by proxy was 80,302,281 shares or 92.7% of the total shares issued and outstanding as of the record date for the Annual Meeting, 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 | |||||||||||||||||
Martin S.J. Burvill | 74,452,159 | 1,282,198 | 4,567,924 | |||||||||||||||||
Rodolpho C. Cardenuto | 75,112,248 | 622,109 | 4,567,924 | |||||||||||||||||
Gregory M. Fischer | 74,984,762 | 749,595 | 4,567,924 | |||||||||||||||||
Saar Gillai | 74,726,834 | 1,007,523 | 4,567,924 | |||||||||||||||||
Hong Q. Hou | 75,344,423 | 389,934 | 4,567,924 | |||||||||||||||||
Ye Jane Li | 74,715,794 | 1,018,563 | 4,567,924 | |||||||||||||||||
Paula LuPriore | 75,256,272 | 478,085 | 4,567,924 | |||||||||||||||||
Julie G. Ruehl | 75,338,599 | 395,758 | 4,567,924 | |||||||||||||||||
Paul V. Walsh, Jr. | 75,056,271 | 678,086 | 4,567,924 | |||||||||||||||||
Proposal Number 2
Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 80,046,950 | 189,478 | 65,853 | 0 | |||||||||||||||||
Proposal Number 3
Advisory (Non-Binding) Vote on Executive Compensation
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 66,052,133 | 9,609,565 | 72,658 | 4,567,924 | |||||||||||||||||
Proposal Number 4
Amendment and Restatement of the Semtech Corporation 2017 Long-Term Equity Incentive Plan
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 74,283,401 | 1,384,474 | 66,482 | 4,567,924 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) | |||||||
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: | June 9, 2025 | /s/ Mark Lin | ||||||||||||
| Name: | Mark Lin | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||