| 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 July 1, 2023, the Company’s Board of Directors (the “Board”) has appointed Hong Q. Hou as an independent member of the Board. Mr. Hou will serve as a director with his term expiring at the Company’s calendar 2024 annual meeting of stockholders (the “2024 Annual Meeting”). Effective when he joins the Board, Mr. Hou has been appointed to the Compensation Committee of the Board (the “Compensation Committee”). The Board has determined that Mr. Hou qualifies as an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules.
As a non-employee director, Mr. Hou will be compensated for his service on the Board in accordance with the Company’s Policy Regarding Director Compensation (the “Director Compensation Policy”) pursuant to which he will receive a retainer of $55,000 per year for his service on the Board and $10,000 per year for his service on the Compensation Committee. Also in accordance with the Director Compensation Policy, on July 1, 2023 (the “Grant Date”), Mr. Hou will be granted the following equity awards under the Company’s 2017 Long-Term Equity Incentive Plan: an initial Non-Deferred RSU Award for stock-settled restricted stock units with a grant date fair value of $90,000, and an Initial Deferred RSU Award for cash-settled restricted stock units with a grant date fair value of $90,000. The number of stock units subject to each such award will be determined by dividing the applicable grant date fair value ($90,000) by the closing price (in regular trading) for a share of the Company’s common stock on the Nasdaq Stock Market on the Grant Date (or as of the last trading day preceding such date if the Grant Date is not a trading day), rounded down to the nearest whole unit. Each such award of restricted stock units will be scheduled to vest on the earlier of the one-year anniversary of the Grant Date or the date immediately preceding the date of the 2024 Annual Meeting, subject to Mr. Hou’s continued service to the Company through such vesting date. The awards will be 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 Mr. Hou. 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 Mr. Hou or any other persons pursuant to which Mr. Hou was named a director of the Company. Neither Mr. Hou nor his 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 June 30, 2023, the Company issued a press release announcing the appointment of Mr. Hou to the Board and to the Compensation 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 7.01 of 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.
