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 26, 2014

 

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 (“Annual Meeting”) of Semtech Corporation (“Semtech” or the “Company”) was held on June 26, 2014.  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 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualified, (b) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2015; and (c) approved, on an advisory basis, the compensation paid to the Company’s named executive officers as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2014.  Set forth below are the final voting tallies for the Annual Meeting.

 

The total number of shares present in person or by proxy was 64,638,369 shares or 96.15% 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

Glen M. Antle

57,646,067

3,903,321

3,088,981

W. Dean Baker

61,328,293

221,095

3,088,981

James P. Burra

59,812,159

1,737,229

3,088,981

Bruce C. Edwards

61,283,611

265,777

3,088,981

Rockell N. Hankin

60,875,879

673,509

3,088,981

James T. Lindstrom

59,956,151

1,593,237

3,088,981

Mohan R. Maheswaran

61,024,293

525,095

3,088,981

John L. Piotrowski

61,010,926

538,462

3,088,981

Carmelo J. Santoro

60,273,395

1,275,993

3,088,981

Sylvia Summers

61,372,883

176,505

3,088,981

 

 

Proposal Number 2

Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

62,043,152

2,594,134

1,083

0

 

 

Proposal Number 3

Advisory (Non-Binding) Vote on Executive Compensation

 

Votes For

Votes
Against

Votes
Abstained

Broker Non-Votes

59,992,409

1,073,570

483,409

3,088,981

 

2



 

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:   July 2, 2014

SEMTECH CORPORATION

 

 

 

 

 

By:

/s/ Emeka Chukwu

 

 

Emeka Chukwu

 

 

Chief Financial Officer

 

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