Item 4.01.Changes in Registrants Certifying Accountant.
(a) Dismissal of Independent Registered Public Accountant
Semtech Corporation (the Company) has dismissed Ernst & Young LLP (E&Y), an independent registered public accounting firm, as its principal accountant. The decision to dismiss E&Y was effective on April 11, 2016, after being approved by the audit committee (the Committee) of the Companys board of directors.
During the Companys fiscal years ended January 31, 2016 and January 25, 2015, and the interim period from January 31, 2016 through and including April 11, 2016, the date of E&Ys dismissal, (i) there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference to the subject matter of the disagreement in connection with its reports on the Companys consolidated financial statements for such years or any subsequent interim period through the date of dismissal, and (ii) there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except as set forth in this paragraph. As disclosed in the Companys Annual Report on Form 10-K for the fiscal year ended January 25, 2015, the Company identified a material weakness in that it did not design and maintain effective controls related to evidencing the precision and nature of the review performed to approve the final estimated inventory reserves by a reviewer with the appropriate authority. As a result of insufficient evidence, management of the Company was unable to conclude that the review control functioned at a level that would prevent a material misstatement of inventory reserves. E&Ys
attestation report on the Companys internal control over financial reporting included in the Companys Annual Report on Form 10-K for the fiscal year ended January 25, 2015 included an adverse opinion on the Companys internal control over financial reporting as of January 25, 2015 as a result of such identified material weakness.
Such material weakness was remediated as of January 31, 2016.
E&Y has discussed the subject matter of this material weakness with the Committee.
The reports of E&Y on the Companys consolidated financial statements for the fiscal years ended January 31, 2016 and January 25, 2015 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
E&Ys audit report included in the Companys Annual Report on Form 10-K for the fiscal year ended January 25, 2015 references E&Ys adverse opinion on the Companys internal control over financial reporting as of January 25, 2015.
The Company provided E&Y with a copy of this Form 8-K and requested that E&Y provide the Company with a letter addressed to the Securities and Exchange Commission (the SEC) stating whether it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the letter from E&Y addressed to the SEC, dated April 11, 2016, is attached as Exhibit 16.1 to this Current Report on Form 8-K
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(b) Newly Appointed Independent Registered Public Accountant
On April 11, 2016, the Committee approved the engagement of Deloitte & Touche LLP (Deloitte), an independent registered public accounting firm, as its principal accountant to perform independent audit services beginning with the fiscal year ending January 29, 2017. During the Companys fiscal years ended January 31, 2016 and January 25, 2015, and the interim period from January 31, 2016 through and including April 11, 2016, the date of the Committees approval of Deloittes engagement, neither the Company, nor anyone acting on its behalf, consulted Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, in any case where a written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is described in Item 304(a)(1)(v) of Regulation S-K).
The Companys stockholders entitled to vote at the Companys Annual Meeting of Stockholders to be held on June 16, 2016 will be asked to ratify the selection of Deloitte as the Companys principal accountant for the fiscal year ending January 29, 2017.