UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported) June 23, 2011

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07  Submission of Matters to Vote of Stockholders.

 

The Annual Meeting of Stockholders of Semtech Corporation (“Semtech” or the “Company”) was held on June 23, 2011.  Proxies were solicited by the Company pursuant to Regulation 14 under the Securities and Exchange Act of 1934 for the following 4 proposals:

 

Proposal 1:  To elect members of the Board of Directors;

 

Proposal 2:  To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for fiscal year 2012;

 

Proposal 3:  To adopt an advisory resolution on named executive officer compensation; and

 

Proposal 4:  To conduct an advisory vote on the frequency of future advisory votes on named executive officer compensation.

 

Proxies representing 61,649,711 shares of the common stock eligible to vote at the meeting, or 94.49% of the outstanding common shares, were voted.

 

The following is a tabulation of the votes with respect to each of the proposals:

 

Proposal One

Election of Directors

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Glen M. Antle

 

57,540,394

 

1,091,917

 

3,017,400

 

W. Dean Baker

 

57,543,455

 

1,088,856

 

3,017,400

 

James P. Burra

 

57,469,007

 

1,163,304

 

3,017,400

 

Bruce C. Edwards

 

57,962,821

 

669,490

 

3,017,400

 

Rockell N. Hankin

 

57,728,385

 

903,926

 

3,017,400

 

James T. Lindstrom

 

57,963,881

 

668,430

 

3,017,400

 

Mohan R. Maheswaran

 

57,902,711

 

729,600

 

3,017,400

 

John L. Piotrowski

 

57,486,394

 

1,145,917

 

3,017,400

 

 

Proposal Two

Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

 

54,339,474

 

7,210,726

 

99,511

 

0

 

 

Proposal Three

Advisory Resolution on

Named Executive Officer Compensation

 

Votes For

 

Votes
Against

 

Votes
Abstained

 

Broker Non-Votes

 

54,043,325

 

4,561,548

 

27,438

 

3,017,400

 

 

2



 

Proposal Four

Advisory Vote on Frequency of Future Advisory Votes on

Named Executive Officer Compensation

 

1 Year

 

 

2
Years

 

3
Years

 

Votes
Abstained

 

Broker
Non-Votes

 

47,857,733

 

209,370

 

9,699,198

 

866,010

 

3,017,400

 

 

 

SIGNATURE

 

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.

 

Date:  June 27, 2011

SEMTECH CORPORATION

 

 

 

 

 

By:

/s/ Emeka Chukwu

 

 

 

 Emeka Chukwu

 

 

 Chief Financial Officer

 

 

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