SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

741 Calle Plano Drive

Camarillo, California 93012

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 19, 2011

To Be Held Thursday,

TO OUR STOCKHOLDERS:

        Notice is hereby given that theMarch 7, 2013

To Our Stockholders:

The 2013 Annual Meeting of Stockholders of Vitesse Semiconductor Corporation a Delaware corporation, will be held on January 19, 2011March 7, 2013, at 99:00 a.m. local time, at the Renaissance Agoura Hills Hotel, 30100 Agoura Road, Agoura Hills,Hyatt Westlake Plaza in Thousand Oaks, 880 S. Westlake Boulevard, Westlake Village, California 9130191361, for the following purposes:

1.

To elect six directors to serve for the ensuing year and until their successors are duly elected (Proposal One);



2.

To approve the 2011 Vitesse Employee Stock Purchase Plan (Proposal Two);



3.

To ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2011 (Proposal Three); and



4.

To transact such other business as may properly be brought before the meeting and any adjournment(s) thereof.

1.	To elect seven directors to hold office for the ensuing year and until their successors are duly elected;

2.	To approve the Vitesse Semiconductor Corporation 2013 Incentive Plan;

3.	To hold an advisory vote on executive compensation;

4.	To ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2013; and

5.	To transact such other business as may properly be brought before the meeting and any adjournment(s) thereof.

The foregoing items of business are more fully described in the Proxy Statementproxy statement accompanying this Notice.

Stockholders of record at the close of business on December 1, 2010January 11, 2013 are entitled to notice of, and to vote at, the meeting.

Annual Meeting.

All stockholders are cordially invited to attend the meeting. This year, we are using the Internet as our primary means of furnishing proxy materials to our stockholders. Accordingly, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting electronically over the Internet or by telephone. The notice also provides information on how stockholders may request paper copies of our proxy materials. We believe electronic delivery ofYou may access the proxy statement and our proxy materials and annual report will help us reduceon the environmental impact and costsInternet, both of printing and distributing paper copies and improve the speed and efficiency by which our stockholders can access these materials. Any stockholder of record attending the meeting mayare available at “www.edocumentview.com/VTSS.”

Your vote in person even if he or she has returned a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

		Sincerely,
		Christopher R. Gardner President and Chief Executive Officer

Camarillo, California
December 1, 2010

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YOUR VOTE IS IMPORTANT

is important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting and we urge you to vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may vote electronically over the Internet or by telephone, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. Timely voting by any of these methods will ensure your representation at the Annual Meeting.

	By Order of the Board of Directors,
Camarillo, California	Christopher R. Gardner
January 15, 2013	President and Chief Executive Officer

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VITESSE SEMICONDUCTOR CORPORATION

741 Calle Plano Drive

Camarillo, California 93012

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(805) 388-3700

PROXY STATEMENT

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INFORMATION CONCERNING SOLICITATION AND VOTING

General

General

The enclosed Proxyproxy is solicited on behalf of the Board of Directors (the "Board"“Board”) of Vitesse Semiconductor Corporation ("Vitesse"(“Vitesse” or the "Company"“Company”, “us”, “we”, or “our”) for use at the 2013 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) to be held at Renaissance Agoura Hills Hotel, 30100 Agoura Road, Agoura Hills,the Hyatt Westlake Plaza in Thousand Oaks, 880 S. Westlake Boulevard, Westlake Village, California 9130191361, on January 19, 2011Thursday, March 7, 2013, at 9:00 a.m., local time and at any adjournment(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. Our telephone number is (805) 388-3700. This Proxy Statement is first being made available to all stockholders entitled to vote at the Annual Meeting on or about December 10, 2010.

January 24, 2013.

Record Date and Share Ownership

Shares Outstanding

Stockholders of record at the close of business on December 1, 2010January 11, 2013 (the "Record Date"“Record Date”) are entitled to notice of and to vote at the Annual Meeting and at any adjournment(s) thereof. On the Record Date, 23,986,53136,869,855 shares of our common stock, $0.01 par value, were issued and outstanding.

Revocability of Proxies

Any Proxyproxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use (i) by delivering to us at our principal offices (Attention: Joyce Sheehan, Corporate Secretary) a written notice of revocation or a duly executed proxy bearing a later date, or (ii) by attending the Annual Meeting and voting in person. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from that record holder, and you will need to provide a copy of such proxy at the Annual Meeting.

Attendance at the Annual Meeting

All stockholders of record as of the Record Date may attend the Annual Meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. No items will be allowed into the Annual Meeting that might pose a concern for the safety of those attending. Additionally, to attend the meeting you will need to bring identification and proof sufficient to us that you were a stockholder of record as of the Record Date or that you are a representative of a stockholder of record as of the Record Date for a stockholder of record that is not a natural person.

For directions to attend the Annual Meeting, please visit the Renaissance Agoura Hills HotelHyatt Westlake Plaza in Thousand Oaks, 880 S. Westlake Boulevard, Westlake Village, California 91361 website at www.marriott.com/www.westlake.hyatt.com/hyatt/hotels/travel/laxag-renaissance-agoura-hills-hotel/services/maps or contact the hotel via telephone at (818) 707-1220.

(805) 557-1234.

Voting and Costs of Solicitation

Shares Directly Held-Stockholder of Record

. If you are a "registered“registered holder,"” that is your shares are registered in your name through our transfer agent, and you are viewing this proxy over the Internet you may vote electronically over the

Internet. For those stockholders who receive a paper proxy in the mail, you may also vote electronically over the Internet or by telephone or by completing and mailing the proxy card provided. The website identified in our Notice of Internet Availability of Proxy Materials provides specific instructions on how to vote electronically over the Internet. Those stockholders who receive a paper proxy by mail, and who elect to vote by mail, should complete and return the mailed proxy card in the prepaid and addressed envelope that was enclosed with the proxy materials.

You may request a ballot at the Annual Meeting and vote your shares in person.

Shares Indirectly Held-Beneficial Owner. If your shares are held in "street name," that is, your shares are held in the name of a stock brokerage firm,account or by a bank or other nominee, you will receive instructions fromare considered the brokerage firm, bankbeneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or other nominee aswho is considered the stockholder of record with respect to those shares. We urge you to direct your record holder, that must be followed in order for your brokerage firm, bank or other nomineebroker on how to vote your shares. Beneficial owners may attend the Annual Meeting, but may not vote in person unless you obtain a signed proxy from the stockholder of record giving you the right to vote the shares perin person at the Annual Meeting. Your broker or nominee should provide you with a voting instruction card for you to use in directing the broker or nominee regarding how to vote your instructions.shares. If you have elected to receive paper copies of our proxy materials from your brokerage firm, bank or other nominee, you willdid not receive a voting instruction form. Please complete and returncard, please contact the enclosed voting instruction forminstitution holding your shares. We recommend that you vote your shares in advance as described above, so that your vote will be counted if you later decide not to attend the addressed, postage paid envelope provided.

Annual Meeting.

Only proxy cards and voting instruction forms that have been signed, dated and timely returned, and only proxies that have been timely voted electronically or by telephone will be counted in the quorum and voted.The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time, Tuesday, January 18, 2011.Wednesday, March 6, 2013. Stockholders who vote over the Internet or by telephone need not return a proxy card or voting instruction form by mail.

        You may also vote your shares in person at the Annual Meeting. If you are a registered holder, you may request a ballot at the Annual Meeting. If your shares are held in street name and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from the record holder (e.g., your broker) and bring it with you to the Annual Meeting. We recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

We will bear the entire cost of the solicitation of proxies for the Annual Meeting, including the preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, this proxy statement, the proxy card, and any additional solicitation materials furnished to stockholders. The Company will pay Georgeson Inc. $7,500 for its proxy solicitation services and will reimburse Georgeson Inc. for payments made to brokers and other nominees for their expenses in forwarding solicitation materials. Solicitations also may be made by personal interview, telephone and electronic communications by directors, officers and other employees of the CompanyVitesse without additional compensation. We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. No additional compensation will be paid to those individuals for any such services.

If your proxy is properly submitted, the shares represented thereby will be voted at the Annual Meeting in accordance with your instructions. If you are a registered holder and you do not specify how the shares represented thereby are to be voted, your shares will be voted as follows:

•

"For" the

“For” election of all six (6)seven nominees for director as described in Proposal One;

•

"For" the

“For” approval of the 2011 Vitesse Semiconductor Corporation Employee Stock Purchase2013 Incentive Plan ("ESPP") as described in Proposal Two;

“For” approval of the advisory vote on executive compensation as described in Proposal Three; and

•

"For" the

“For” ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2011 as described in Proposal Three;

Four.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place in order to solicit additional proxies in favor of the nominees of our Board of Directors, the persons named as proxies and acting thereunder will have discretion to vote on these matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. At the date this proxy statement went to press, we did not know of any other matter to be raised at the Annual Meeting.

Some stockholders receive more than one Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form because their shares are held in multiple accounts or registered in

different names or addresses. Please vote your shares held ineach account to ensure that all of your shares will be voted.

Quorum, Abstentions, Broker Non-Votes, Required Votes

Our Bylawsbylaws provide that stockholders holding a majority of the shares of common stockCommon Stock issued and outstanding and entitled to vote on the Record Date constitute a quorum at meetings of stockholders. Therefore, at the Annual Meeting, the presence, in person or by proxy, of the holders of at least 12,017,25218,434,929 shares of Common Stock will be required to establish a quorum. Each outstanding share of our Common Stock is entitled to one vote on each proposal at the Annual Meeting. ApprovalBoth abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to the matter on which the broker has expressly not voted. Thus, broker non-votes will not affect the outcome of any of the proposals requiresmatters being voted on at the following votes:Annual Meeting. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the six director nominees receivingbroker has not received voting instructions from the highest number of "For" votes will be elected as directors ofbeneficial owner and (2) the Company and each of Proposal 2 and 3 requiresbroker lacks discretionary voting power to vote such shares because the affirmative vote ofmatter is not considered a majority of the shares of Common Stock represented in person or by proxyroutine matter. The only routine matter that is being submitted to stockholders at the Annual Meeting and entitled to vote on the proposal. Votes will be counted by the inspectoris Proposal Four, ratification of election appointed for the Annual Meeting, who will separately count "For" and (with respect to proposals other than the election of directors) "Against" votes, abstentions, and broker non-votes. Because directors are elected by a plurality vote, abstentions in the election of directors will have no impact once a quorum exists. Abstentions will be counted towards the vote total for each proposal, other than the election of directors, and will have the same effect as "Against" votes with respect to the proposals to approve the Vitesse ESPP and to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm forfirm.

In the fiscal year ending September 30, 2011.

        A "broker non-vote" occurs when a nominee holding shares for a beneficial owner does notelection of the seven directors (Proposal One), you may vote on a particular proposal because“For” all of the nominee does not have discretionary voting powernominees or your vote may be “Withheld” with respect to that proposal andone or more of the nominees. For all other proposals, you may vote “For,” “Against” or “Abstain.” If you “Abstain,” it has not received instructions with respect to that proposal from the beneficial owner. Broker non-votes have nosame effect on Proposal No. 1,as a vote “Against.”

If a quorum is present at the election of directors, because directors are elected byAnnual Meeting, a plurality of the shares voting will be sufficient to elect the director nominees (Proposal One). This means that the seven nominees for election as directors who receive the most votes cast. Broker non-votes“for” election will have no effect on Proposal No. 2,be elected. Approval of the Vitesse Semiconductor Corporation 2013 Incentive Plan (Proposal Two), approval of the Vitesse ESPP, because the shares constituting broker non-votes are not considered to be represented in person or by proxy at the Annual Meeting and entitled toadvisory vote on the proposal. Broker non-votes will also have no effect on Proposal No. 3,executive compensation (Proposal Three) and ratification of the appointment of our independent registered public accounting firm because brokers(Proposal Four), each will require an affirmative vote of the majority of the shares of Common Stock present or nominees have discretionary authorityrepresented at the Annual Meeting with respect to such proposal. If by the date of the Annual Meeting we do not receive proxies representing sufficient shares to constitute a quorum, the Chairman of the Meeting, or the stockholders entitled to vote on this proposal.

thereat, shall have power to adjourn the meeting, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.

Effect of Not Casting Your Vote

If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Proposal One of this proxy statement)One). In the past, if you held your shares in street name, and you did not indicate how you wanted your shares voted in the election of directors, your bank or broker was allowed to vote those shares on your behalf in the election of directors as it feltdeemed appropriate.

        Recent changes in regulations were made to take away the ability of your

•

Directors should offer their resignation in the event of any significant change in their personal circumstances, including a change in their principal job responsibilities.



•

The Nominating and Corporate Governance Committeecommittee may, from time-to-time, establish additional qualifications for directors as it deems appropriate.



•

In evaluating the qualifications of the candidates, the Nominating and Corporate Governance Committeecommittee considers many factors, including, issues of character, judgment, independence, age, expertise, diversity of experience, length of service, other commitments and the like. However, theour Board has not adopted a formal diversity policy. The Nominating and Corporate Governance Committeecommittee evaluates such factors, among others, and does not assign any particular weighting or priority to any of these factors. The Nominating and Corporate Governance Committeecommittee considers each individual candidate in the context of the current perceived needs of theour Board as a whole.



•

After such review and consideration, the Nominating and Corporate Governance Committeecommittee recommends the slate of Director Nomineesnominees to the full Board for its approval.

ii.

The Chairperson of the Board receives an− additional annual retainer fee of $20,000;



iii.

The Chairperson

Committee chairpersons − additional retainer fees of $20,000 for the Audit Committee, receives an additional annual retainer of $20,000 and each other member of the Audit Committee receives an additional annual retainer of $8,000;



iv.

The Chairperson of$12,000 for the Compensation Committee, receives an additional annual retainer of $12,000 and each other member of the Compensation Committee receives an additional annual retainer of $6,000;



v.

The Chairperson of$8,000 for the Nominating and Corporate Governance Committee;

Committee receives anmembership (excluding chairpersons) − additional annual retainer fees of $8,000 for the Audit Committee, $6,000 for the Compensation Committee, and each other member of$4,000 for the Nominating and Corporate Governance Committee receives an additional annual retainer of $4,000;



vi.

Directors receive an additionalCommittee;

Board meeting fees − $1,500 for attendance at each in-person Board meeting and $750 for attendance at each scheduled conference call Board meeting;

Committee meeting that they attend and each member of a Board Committee receives $1,000fees −$1,000 for attendance at each in-person Committeecommittee meeting and $500 for attendance at each scheduled conference call Committee meeting that they attend;committee meeting; and



vii.

New Directors appointed or elected to

Annual equity compensation of $55,000 in the Boardform of restricted stock units (RSUs), which RSUs are automatically granted restricted stock units ("RSUs") coveringon the numbersecond Monday in January of sharesthe applicable year and vest fully on the first anniversary of the grant date.

A non-employee director also was entitled to receive, upon initial election or appointment to our common stock (rounded up to the next whole share) determined by dividing the dollar sumBoard, a one-time award of equity compensation of $100,000 byin the closing price per shareform of our common stockRSUs to be granted on suchthe date of the Director's appointment or election to the Board. The RSUsour Board and to vest in three annual installments of 33% on the first three anniversaries of the grant date.



viii.

On

Fiscal Year 2013 Compensation

Effective October 1, 2012, on the recommendation of the Compensation Committee, our Board of Directors modified non-employee director compensation to provide for a fixed amount of cash compensation for service on our Board and on each of our Board's standing committees, and to provide for grants of initial and annual RSU awards to be for a fixed number of shares. Prior to these changes, non-employee director compensation included a mix of fixed annual cash retainers and variable per meeting cash fees, and initial and annual equity awards determined based on a fixed dollar amount that resulted in the issuance of RSUs for a number of shares determined based on Vitesse's stock price at the time of the award.

Our Board may continue to provide for payment of per meeting cash fees for service on ad hoc committees of our Board established from time-to-time, and determined to pay such fees for service on the Strategic Advisory Committee. Our Board also authorized an annual basis, all Directorsadditional grant of RSUs for service on the Strategic Advisory Committee.

For fiscal year 2013, non-employee director compensation consists of the following elements:

Annual retainer of $40,000;

Chairperson of the Board − additional retainer fee of $25,000;

Committee chairpersons − additional retainer fees of $20,000 for the Audit Committee, $15,000 for the Compensation Committee, and $10,000 for the Nominating and Corporate Governance Committee;

Committee membership (excluding chairpersons) − additional retainer fees of $10,000 for the Audit Committee, $8,000 for the Compensation Committee, and $5,000 for the Nominating and Corporate Governance Committee;

Annual equity compensation of 9,500 restricted stock units (RSUs), which RSUs are automatically granted RSUs covering the number of shares of our common stock (rounded up to the next whole share) determined by dividing the dollar sum of $55,000 by the closing price per share of our common stock on the second Monday in January. The RSUsJanuary of the applicable year and vest fully on the first anniversary of the grant date; and

Strategic Advisory Committee membership fees − $1,000 for attendance at each in-person meeting and $500 for attendance at each scheduled conference call meeting, and 4,000 RSUs to be automatically granted on the second Monday in January of the applicable year and vest fully on the first anniversary of the grant date.

restructuring on October 30, 2009, as discussed in our annual report on Form 10-K for the year ended September 30, 2009.

Pre-Approval Policies and

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own beneficially more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership within specified periods with the SEC. To our knowledge, based solely on our review of the copies of Section 16(a) forms required to be furnished to us with respect to fiscal year 2010 and written representations that no other reports were required, we believe that our executive officers, directors, and greater than 10% stockholders complied with the Section 16(a) reporting requirements during fiscal year 2010.

Compensation Committee Report

        The following Compensation Committee Report does not constitute soliciting materials and shall not be deemed filed or incorporated by reference into any other filings by us under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate this Compensation Committee Report by reference therein.

        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the fiscal year 2010 annual report on Form 10-K.

        The foregoing report is provided by the following directors, who constitute the Compensation Committee:

G. Grant Lyon, Chairman
Edward Rogas, Jr., member
G. William LaRosa, member

Compensation Committee Interlocks and Insider Participation

        The Compensation Committee currently consists of G. Grant Lyon, Chairperson, Edward Rogas, Jr. and G. William LaRosa. Former directors Guy W. Adams, Vincent Chan, Robert A. Lundy, and Willow B. Shire served as members of the Compensation Committee during fiscal year 2010 or until their resignation on October 30, 2009. No director who served on the Compensation Committee of our Board during fiscal year 2010 currently is, or during fiscal year 2010, was an officer or employee of the Company or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. In addition, no member of our Compensation Committee is, or during fiscal year 2010 was, employed by a company whose Board of Directors includes or included any members of our management.

Compensation Discussion and Analysis

Overview

        The Compensation Committee of the Board of Directors determines the overall executive compensation practices for our named executive officers. For fiscal year 2010, our named executive officers were: Christopher R. Gardner, Chief Executive Officer; Richard C. Yonker, Chief Financial Officer; Dr. Martin C. Nuss, Vice President, Technology and Strategy; Steve Perna, Vice President, Product Marketing; and Michael B. Green, Vice President, General Counsel and Secretary. Mr. Green resigned from the Company effective February 5, 2010.

        Executive compensation for our named executive officers consists of three components:

•

Base Salary—the fixed amount of compensation paid to our named executive officers for performing their day-to-day duties;



•

Annual Cash Bonus—the annual cash bonuses or incentive awards are designed to incentivize and reward contributions that enhance the short and long term performance of the Company; and



•

Equity Compensation—the higher-risk, longer-term incentive award that is designed to retain the named executive officers and align their financial interests with our stock price performance and other factors that directly and indirectly affect stockholder value.

Equity


2011 and are summarized in the following table. Mr. Gardner is able to achieve between zero percent and 150% of each financial goal and individual performance metric, with achievement below a minimum threshold of 50% assigned a zero percent. Based on the Compensation

        On February 25, 2010, Committee's evaluation of Mr. Gardner's performance relative to his financial and individual performance metrics, the Compensation Committee determined that itMr. Gardner achieved an overall bonus payment percentage of 80% of his potential bonus payment for fiscal year 2012, as follows: