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 18, 2019 (June 13, 2019)
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 Vote of Stockholders
The Annual Meeting of Stockholders (the “Annual Meeting”) of Semtech Corporation (the "Company") was held on June 13, 2019. At the Annual Meeting, stockholders (a) elected the ten nominees identified in the table below to the Board of Directors of the Company to serve until the Company’s 2020 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 2020; 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 64,195,752 shares or 96.33% of the total shares issued and outstanding, 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 | | 58,376,347 |
| | 1,710,771 |
| | 4,108,634 |
|
| Rodolpho C. Cardenuto | | 60,023,288 |
| | 63,830 |
| | 4,108,634 |
|
| Bruce C. Edwards | | 59,646,719 |
| | 440,399 |
| | 4,108,634 |
|
| Saar Gillai | | 59,810,869 |
| | 276,249 |
| | 4,108,634 |
|
| Rockell N. Hankin | | 56,580,314 |
| | 3,506,804 |
| | 4,108,634 |
|
| Ye Jane Li | | 60,023,737 |
| | 63,381 |
| | 4,108,634 |
|
| James T. Lindstrom | | 58,307,828 |
| | 1,779,290 |
| | 4,108,634 |
|
| Mohan R. Maheswaran | | 59,808,464 |
| | 278,654 |
| | 4,108,634 |
|
| Carmelo J. Santoro | | 60,021,202 |
| | 65,916 |
| | 4,108,634 |
|
| Sylvia Summers | | 59,597,316 |
| | 489,802 |
| | 4,108,634 |
|
Proposal Number 2
Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2020
|
| | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 59,068,337 |
| | 5,087,382 |
| | 40,033 |
| | — |
|
Proposal Number 3
Advisory (Non-Binding) Vote on Executive Compensation
|
| | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 55,846,749 |
| | 4,165,927 |
| | 74,442 |
| | 4,108,634 |
|
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.
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| | SEMTECH CORPORATION |
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| | |
| Date: June 18, 2019 | /s/ Charles B. Ammann |
| | Name: Charles B. Ammann |
| | Title: Executive Vice President, General Counsel and Secretary |
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