SEMTECH CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Compensatory Arrangements with Certain Officers.
The Annual Meeting of Stockholders (the "Annual Meeting") of
The following summary of the Plan Amendment is qualified in its entirety by reference to the text of the Amended and Restated 2017 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The Plan Amendment increased the aggregate number of shares of the Company's common stock available for award grants under the 2017 Plan by 2,400,000 shares.
The 2017 Plan provided that shares of Company common stock issued under the plan in respect of a "full-value award" (generally, any award granted under the plan other than a stock option or stock appreciation right) would count against the plan's total share limit as 2.6 shares for every one share actually issued in connection with such award. The Plan Amendment changed this 2.6:1 ratio to 2.17:1 effective as of the date of the Annual Meeting.
The 2017 Plan provided that shares of Company common stock that were exchanged by a participant or withheld by the Company as full or partial payment in connection with any award granted under the 2017 Plan, as well as any shares exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations related to any award granted under the 2017 Plan, would not be available for subsequent awards under the 2017 Plan. The Plan Amendment retained this provision as to stock options and stock appreciation rights, but provided that shares that are exchanged by a participant, or withheld by the Company, on or after the date of the Annual Meeting as full or partial payment in connection with any full-value award granted under the plan, as well as any shares exchanged by a participant or withheld by the Company on or after the date of the Annual Meeting to satisfy the tax withholding obligations related to any full-value award granted under the plan, will not count against the share limit under the Amended and Restated 2017 Plan and will be available for subsequent awards under the Amended and Restated 2017 Plan.
The Plan amendment also extended the Company's ability to grant new awards under
the Amended and Restated 2017 Plan through
Item 5.07 Submission of Matters to Vote of Stockholders.
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 2023 Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified; (b) ratified the appointment of
The total number of shares present in person or by proxy was 52,593,860 shares or 82.87% of the total shares issued and outstanding as of the record date for the Annual Meeting, 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.
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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 48,316,165 1,275,041 3,002,654
Rodolpho C. Cardenuto 48,291,107 1,300,099 3,002,654
Bruce C. Edwards 46,852,412 2,738,794 3,002,654
Saar Gillai 49,403,929 187,277 3,002,654
Rockell N. Hankin 48,206,146 1,385,060 3,002,654
Ye Jane Li 48,025,441 1,565,765 3,002,654
James T. Lindstrom 48,255,411 1,335,795 3,002,654
Paula LuPriore 49,403,047 188,159 3,002,654
Mohan R. Maheswaran 49,141,197 450,009 3,002,654
Sylvia Summers 49,271,146 320,060 3,002,654
Proposal Number 2Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For Votes Against Votes Abstained Broker Non-Votes
52,351,438 210,438 31,984 0
Proposal Number 3
Advisory (Non-Binding) Vote on Executive Compensation
Votes Votes
Votes For Against Abstained Broker Non-Votes
41,276,876 8,272,191 42,139 3,002,654
Proposal Number 4Amendment and Restatement of theSemtech Corporation 2017 Long-Term Equity
Incentive Plan
Votes Votes
Votes For Against Abstained Broker Non-Votes
47,891,914 1,656,445 42,847 3,002,654
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1Amended and Restated Semtech Corporation 2017 Long-Term Equity Incentive Plan. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). 3
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