SEMTECH CORP
For the period ended May 5, 2025. Filed Apr 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 5, 2025 · Filed Apr 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
SEMTECH CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| 2025 | Notice of Annual Meeting and Proxy Statement |
Semtech Corporation 200 Flynn Road Camarillo, California 93012
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 5, 2025
To Our Stockholders:
Notice is hereby given that the 2025 Annual Meeting of Stockholders of Semtech Corporation (the “Company”) will be held at the Company’s headquarters at 200 Flynn Road, Camarillo, California 93012 on Thursday, June 5, 2025 at 11:00 a.m., Pacific Time. The purposes of the meeting are to:
| 1. | elect nine directors nominated by the Company’s Board of Directors and named in this Proxy Statement to hold office until the next annual meeting and until their respective successors are duly elected and qualified or until their earlier resignation or removal; |
| 2. | ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for fiscal year 2026; |
| 3. | approve, on an advisory basis, the Company’s executive compensation; |
| 4. | approve the amendment and restatement of the Semtech Corporation 2017 Long-Term Equity Incentive Plan; and |
| 5. | transact any other business which may properly come before the 2025 Annual Meeting of Stockholders or any adjournments or postponements thereof. |
The record date for the determination of the stockholders entitled to notice of and to vote at the 2025 Annual Meeting of Stockholders was the close of business on April 11, 2025. Holders of a majority of voting interest of the outstanding shares of the Company’s common stock entitled to vote as of the record date must be present in person or by proxy in order to transact business at the meeting. A list of the stockholders as of the record date will be available for inspection by any stockholder at the Company’s offices located at 200 Flynn Road, Camarillo, California 93012, during ordinary business hours beginning on May 26, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 5, 2025: This Notice of Annual Meeting of Stockholders, the Proxy Statement and our Annual Report to Stockholders for fiscal year 2025, including our Form 10-K for the fiscal year ended January 26, 2025, are available atwww.proxyvote.com. These materials are also available on our website athttps://investors.semtech.com/ar2025/. Our proxy materials can be accessed without requiring the use of a control number.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the 2025 Annual Meeting of Stockholders, we urge you to vote and submit your proxy via the Internet or by telephone or mail using the instructions on the Notice of Internet Availability of Proxy Materials, or your proxy card or voting instruction form if you received a paper copy of the proxy materials in order to ensure the presence of a quorum.
By Order of the Board of Directors
Jeffrey Gutierrez
Secretary
April 24, 2025
Camarillo, California
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.