Semtech Corporation (NASDAQ:SMTC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

The Board of Directors (the Board) of Semtech Corporation (the
Company) previously adopted the Semtech Corporation 2017
Long-Term Equity Incentive Plan (the 2017 Plan), subject to
stockholder approval of the 2017 Plan. As disclosed in Item 5.07
of this Form 8-K, the Companys stockholders have approved the
2017 Plan.

The following summary of the 2017 Plan is qualified in its
entirety by reference to the text of the 2017 Plan, which is
filed as Exhibit 10.1 hereto and incorporated herein by
reference.

The Board or one or more committees appointed by the Board will
administer the 2017 Plan. The Board has delegated general
administrative authority for the 2017 Plan to the Compensation
Committee of the Board. The administrator of the 2017 Plan has
broad authority under the 2017 Plan to, among other things,
select participants and determine the types of awards that they
are to receive, and determine the number of shares that are to be
subject to awards and the terms and conditions of awards,
including the price (if any) to be paid for the shares or the
award.

Persons eligible to receive awards under the 2017 Plan include
directors of the Company, officers or employees of the Company or
any of its subsidiaries, and certain consultants and advisors to
the Company or any of its subsidiaries.

The maximum number of shares of the Companys common stock (the
Common Stock) that may be issued or transferred to awards under
the 2017 Plan equals: (1) 12,000,000 shares, plus (2) 4,863,122
(which represents the number of shares that were available for
additional award grant purposes under the Semtech Corporation
2013 Long-Term Equity Incentive Plan (the 2013 Plan) immediately
prior to the termination of the authority to grant new awards
under the 2013 Plan as of June15, 2017, the date of stockholder
approval of the 2017 Plan), plus (3)the number of any shares
subject to stock options (that are not full-value awards (as
defined below)) granted under the 2013 Plan, the Semtech
Corporation 2008 Long-Term Equity Incentive Plan, the Semtech
Corporation Long-Term Stock Incentive Plan, as amended and
restated, or the Semtech Corporation Non-Director and
Non-Executive Officer Long-Term Stock Incentive Plan, as amended
and restated (collectively, the Prior Plans) and outstanding as
of June15, 2017 which expire, or for any reason are cancelled or
terminated, after that date without being exercised, plus (4)the
number of any shares subject to restricted stock, restricted
stock unit or other full-value awards granted under the Prior
Plans that are outstanding and unvested as of June15, 2017 which
are forfeited, terminated, cancelled, or otherwise reacquired
after that date without having become vested. For these purposes,
shares subject to awards granted under the Prior Plans that are
full-value awards (as described below) will be taken into account
based on the full-value award ratio described below.

Shares issued in respect of any full-value award granted under
the 2017 Plan will be counted against the share limit described
in the preceding paragraph as 2.6 shares for every one share
actually issued in connection with the award. For example, if the
Company granted a full-value award of 100 shares of Common Stock
under the 2017 Plan, 260 shares would be charged against the
share limit with respect to that award. For this purpose, a
full-value award means any award granted under the plan other
than a stock option or stock appreciation right (and also
includes certain options and stock appreciation rights granted to
non-U.S. employees as provided in the 2017 Plan).

Except as described in the next sentence, shares that are subject
to or underlie awards granted under the 2017 Plan which expire or
for any reason are cancelled or terminated, are forfeited, fail
to vest, or for any other reason are not paid or delivered under
the 2017 Plan will not be counted against the plans share limit
and will be available for subsequent awards under the 2017 Plan.
Shares that are exchanged by a participant or withheld by the
Company as full or partial payment in connection with any award
under the 2017 Plan, as well as any shares exchanged by a
participant or withheld by the Company or one of its subsidiaries
to satisfy the tax withholding obligations related to any award,
will be counted against the plans share limit and will not be
available for subsequent awards under the 2017 Plan. In addition,
any shares that are exchanged by a participant or withheld by the
Company as full or partial payment in connection with any award
under the Prior Plans, as well as any shares exchanged by a
participant or withheld by the Company or one of its subsidiaries
to satisfy the tax withholding

2

obligations related to any award, will not be available for
subsequent awards under the 2017 Plan. To the extent that an
award granted under the 2017 Plan is settled in cash or a form
other than shares, the shares that would have been delivered had
there been no such cash or other settlement will not be counted
against the plans share limit and will be available for
subsequent awards under the 2017Plan. In the event that shares
are delivered in respect of a dividend equivalent right granted
under the 2017 Plan, the number of shares delivered with respect
to the award will be counted against the plans share limit. To
the extent that shares are delivered to the exercise of a stock
appreciation right or stock option granted under the 2017 Plan,
the number of underlying shares as to which the exercise related
will be counted against the plans share limit, as opposed to only
counting the shares issued.

The types of awards that may be granted under the 2017 Plan
include stock options, stock appreciation rights, restricted
stock, restricted stock units, stock bonuses and other forms of
awards granted or denominated in Common Stock or units of Common
Stock, as well as certain cash bonus awards. All awards granted
under the 2017 Plan are subject to a minimum vesting requirement
of one year (provided that the minimum vesting requirement will
not apply to 5% of the total number of shares available under the
2017 Plan and does not limit the Boards discretion to accelerate
awards).

As is customary in incentive plans of this nature, each share
limit and the number and kind of shares available under the
2017Plan and any outstanding awards, as well as the exercise or
purchase prices of awards, and performance targets under certain
types of performance-based awards, are subject to adjustment in
the event of certain reorganizations, mergers, combinations,
recapitalizations, stock splits, stock dividends, or other
similar events that change the number or kind of shares
outstanding, and extraordinary dividends or distributions of
property to the stockholders.

The Annual Meeting of Stockholders (Annual Meeting) of the
Company was held on June15, 2017. At the Annual Meeting,
stockholders (a)elected the nine nominees identified in the table
below to the Board of Directors of the Company to serve until the
Companys 2018 Annual Meeting of Stockholders and until their
successors are duly elected and qualified, (b)ratified the
appointment of Deloitte Touche LLP as the Companys independent
registered public accounting firm for fiscal year 2018; (c)
approved, on an advisory basis, the compensation paid to the
Companys named executive officers; (d)approved, on an advisory
basis, one year as the frequency of executive compensation votes;
and (e)approved the Semtech Corporation 2017 Long-Term Equity
Incentive Plan as set forth in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on
May5, 2017. Set forth below are the final voting tallies for the
Annual Meeting.

The total number of shares present in person or by proxy was
54,701,580 shares or 83.28% 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

3

Proposal Number 2

Ratification of Appointment of Independent Registered Public
Accounting Firm

Proposal Number 3

Advisory (Non-Binding) Vote on Executive Compensation

Proposal Number 4

Advisory (Non-Binding) Vote on Frequency of Future Advisory Votes

on Executive Compensation

On June15, 2017, following the Annual Meeting, the Companys Board
agreed that an advisory vote on named executive compensation
would be held annually until the next required vote on the
frequency of such votes.

Proposal Number 5

To approve the Semtech Corporation 2017 Long-Term Equity
Incentive Plan

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SEMTECH CORP Exhibit
EX-10.1 2 d408687dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SEMTECH CORPORATION 2017 LONG-TERM EQUITY INCENTIVE PLAN   1. PURPOSE OF PLAN The purpose of this Semtech Corporation 2017 Long-Term Equity Incentive Plan (this “Plan”) of Semtech Corporation,…
To view the full exhibit click here
About Semtech Corporation (NASDAQ:SMTC)

Semtech Corporation is a supplier of analog and mixed-signal semiconductor products. The Company’s product lines include Signal Integrity, Protection, Wireless and Sensing, and Power and High-Reliability. It designs, develops and markets a portfolio of optical communications, broadcast video, surveillance video, active cable transceiver and backplane products used in enterprise computing, industrial, communications and consumer applications. It designs, develops and markets protection devices, which are referred to as transient voltage suppressors (TVS). Its protection products are found in applications, including smart phones and tablets. It designs, develops and markets a portfolio of radio frequency products used in a range of industrial, medical and communications applications, and sensing products used in industrial and consumer applications. It designs, develops and markets power product devices that control, alter, regulate and condition the power within electronic systems.