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)
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1-6395 |
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95-2119684 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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200 Flynn Road |
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Camarillo, California |
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93012-8790 |
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(Address of Principal Executive Offices) |
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(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
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Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Glen M. Antle |
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57,540,394 |
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1,091,917 |
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3,017,400 |
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W. Dean Baker |
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57,543,455 |
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1,088,856 |
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3,017,400 |
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James P. Burra |
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57,469,007 |
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1,163,304 |
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3,017,400 |
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Bruce C. Edwards |
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57,962,821 |
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669,490 |
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3,017,400 |
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Rockell N. Hankin |
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57,728,385 |
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903,926 |
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3,017,400 |
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James T. Lindstrom |
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57,963,881 |
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668,430 |
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3,017,400 |
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Mohan R. Maheswaran |
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57,902,711 |
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729,600 |
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3,017,400 |
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John L. Piotrowski |
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57,486,394 |
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1,145,917 |
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3,017,400 |
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Proposal Two
Ratification of Appointment of Independent Registered Public Accounting Firm
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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54,339,474 |
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7,210,726 |
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99,511 |
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0 |
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Proposal Three
Advisory Resolution on
Named Executive Officer Compensation
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Votes For |
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Votes |
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Votes |
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Broker Non-Votes |
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54,043,325 |
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4,561,548 |
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27,438 |
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3,017,400 |
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Proposal Four
Advisory Vote on Frequency of Future Advisory Votes on
Named Executive Officer Compensation
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1 Year |
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2 |
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3 |
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Votes |
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Broker |
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47,857,733 |
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209,370 |
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9,699,198 |
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866,010 |
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3,017,400 |
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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.
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Date: June 27, 2011 |
SEMTECH CORPORATION | ||
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By: |
/s/ Emeka Chukwu |
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Emeka Chukwu | |
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Chief Financial Officer | |