PROXY STATEMENT
What constitutes a quorum?
As of the Record Date, 65,132,030 shares of the Companys common stock were issued and outstanding. The presence, either in person or by proxy, of the holders of a
majority of these outstanding shares is necessary to constitute a quorum for the Annual Meeting. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a
quorum.
How many votes are needed for approval of each item?
Proposal Number 1. Under the Companys Bylaws, director nominees will be elected by a plurality of the votes cast in person or by proxy.
Thus, for Proposal Number 1, the nine nominees who receive the most votes cast, even if less than a majority, will be elected as directors. Stockholders are not entitled to cumulative voting with respect to the election of directors.
However, as described below, and as set forth in the Companys Corporate Governance Guidelines, available under the Investors section at the
Companys website www.semtech.com, the Company has adopted a majority voting policy (Majority Withheld Vote) for uncontested elections of the Board of Directors (elections where the only nominees are those recommended by the
Board of Directors). Withheld votes will be considered for purposes of the Majority Withheld Vote.
Under this policy, in an uncontested election of directors, any
nominee for director who receives a greater number of votes withheld from his or her election than votes for his or her election by stockholders present in person or by proxy at an annual or special meeting of the
stockholders and entitled to vote will tender a written offer to resign from the Board. Such offer to resign will be tendered within five business days following the certification of the stockholder vote by the inspector of elections.
The Companys Nominating and Governance Committee will promptly consider the resignation offer and recommend to the full Board whether to accept it.
To the extent that a directors resignation is accepted by the Board, the Nominating and Governance Committee will recommend to the Board whether to fill such
vacancy or vacancies or to reduce the size of the Board.
The Board will act on the Nominating and Governance Committees recommendation within 90 days
following the certification of the stockholder vote by the inspector of elections, which action may include, without limitation, acceptance of the offer of resignation, adoption of measures intended to address the perceived issues underlying the
Majority Withheld Vote, or rejection of the resignation offer. Thereafter, the Board will disclose its decision whether to accept the directors resignation offer and the reasons for rejecting the offer, if applicable, in a Current Report on Form 8-K to be filed with the SEC within four business days of the Boards determination.
The Board believes that this
process enhances accountability to stockholders and responsiveness to stockholders votes, while allowing the Board appropriate discretion in considering whether a particular directors resignation would be in the best interests of the
Company and its stockholders.
Proposals Number 2 and 3. Our Bylaws require that each of the other items to be submitted for a vote of
stockholders at the Annual Meeting receive the affirmative vote of a majority of the shares of our common stock present or represented by proxy and entitled to vote at the Annual Meeting.
Notwithstanding the vote required by our Bylaws, please be advised that the ratification of the appointment of the independent registered public accounting firm
(Proposal Number 2), and the advisory resolution to approve executive compensation (Proposal Number 3) are advisory only and are not binding on us. Our Board will consider the outcome of the vote on each of these proposals in considering
what action, if any, should be taken in response to the advisory vote by stockholders.
4 | Semtech Corporation 2020 Proxy Statement