| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed in a Current Report on Form 8-K filed by Semtech Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 20, 2023, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Lion Point Capital, LP and certain of its affiliates (“Lion Point”) on March 17, 2023.
Pursuant to the Cooperation Agreement and effective April 14, 2023, the Company increased the size of its board of directors (the “Board”) from ten to twelve directors and appointed Gregory M. Fischer and Paul V. Walsh, Jr. (together, the “New Directors”) as independent members of the Board. Messrs. Fischer and Walsh will serve as directors with terms expiring at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The Board has determined that each of the New Directors qualifies as an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules.
Each of Messrs. Fischer and Walsh has been appointed to the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”). Additionally, Mr. Walsh has been appointed to the Audit Committee of the Board (the “Audit Committee”).
As non-employee directors, each of Messrs. Fischer and Walsh will be compensated for his service on the Board in accordance with the Company’s Policy Regarding Director Compensation (the “Director Compensation Policy”). In accordance with the Director Compensation Policy, each of Messrs. Fischer and Walsh will receive a retainer of $55,000 per year for his service on the Board and $5,000 per year for his service on the Nominating and Governance Committee. Additionally, Mr. Walsh will receive a retainer of $10,000 per year for his service on the Audit Committee. Also in accordance with the Director Compensation Policy, on April 14, 2023 (the “Grant Date”), each of Messrs. Fischer and Walsh was granted the following equity awards under the Company’s 2017 Long-Term Equity Incentive Plan: an initial Non-Deferred RSU Award of 888 stock-settled restricted stock units, and an Initial Deferred RSU Award of 888 cash-settled restricted stock units. Each such award of restricted stock units is scheduled to vest immediately preceding the date of the 2023 Annual Meeting, subject to such New Director’s continued service to the Company through such vesting date. The awards are subject to accelerated vesting, and settlement in stock or cash, as provided in the Director Compensation Policy. The Director Compensation Policy is attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2021 filed with the SEC on September 1, 2021.
The Company will enter into its standard form of indemnification agreement for Board members (the “Indemnification Agreement”) with each of Messrs. Fischer and Walsh. The form of Indemnification Agreement is attached as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2022 filed with the SEC on November 30, 2022.
Other than as described in the Cooperation Agreement, there are no arrangements or understandings between either of the New Directors or any other persons pursuant to which either of the New Directors was named a director of the Company. Neither the New Directors nor their immediate family members have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On April 18, 2023, the Company issued a press release announcing the appointment of Messrs. Fischer and Walsh to the Board and the Nominating and Governance Committee, and the appointment of Mr. Walsh to the Audit Committee. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.
The information contained in Item 7.01of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be, or be deemed, incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.
