Shareholder Vote

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 10, 2021     Semtech Corporation (Exact name of registrant as specified in its charter)     Delaware (State or other jurisdiction of incorporation)   001-6395   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 a Vote of Security Holders. The Annual Meeting of Stockholders (“Annual Meeting”) of Semtech Corporation (the “Company”) was held on June 10, 2021. 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 2022 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 2022; 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 56,196,279 shares or 86.52% of the total shares issued and outstanding and entitled to vote, 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 Martin S.J. Burvill   53,969,435   234,201   1,992,642 Rodolpho C. Cardenuto   53,503,880   699,756   1,992,642 Bruce C. Edwards   52,969,645   1,233,991   1,992,642 Saar Gillai   54,183,383   20,253   1,992,642 Rockell N. Hankin   53,577,389   626,247   1,992,642 Ye Jane Li   53,517,637   686,000   1,992,642 James T. Lindstrom   53,464,230   739,406   1,992,642 Paula LuPriore   54,183,138   20,499   1,992,642 Mohan R. Maheswaran   53,984,549   219,088   1,992,642 Sylvia Summers   53,864,193   339,444   1,992,642 Proposal Number 2 Ratification of Appointment of Independent Registered Public Accounting Firm   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 56,001,350   180,137   14,791   0 Proposal Number 3 Advisory (Non-Binding) Vote on Executive Compensation   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 52,007,800   2,174,048   21,788   1,992,642 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.       SEMTECH CORPORATION   Date: June 16, 2021     By:   /s/ Charles B. Ammann         Name:   Charles B. Ammann         Title:   Executive Vice President, Chief Legal Officer and Chief ESG Officer