Semtech (SMTC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, to elect nine directors, ratify Deloitte & Touche LLP as auditor for FY2026, approve executive compensation on an advisory basis, and amend/restated the 2017 Long-Term Equity Incentive Plan.

• Board recommends voting FOR all proposals; proxy materials and annual report are available online.

• Forward-looking statements highlight risks including industry cyclicality, supply chain, integration of acquisitions, and compliance.

Voting matters and shareholder proposals

• Proposals: elect nine directors, ratify auditor, advisory vote on executive compensation, approve amended equity plan.

• Board recommends FOR all proposals; single class of voting stock, no poison pill.

• Shareholders may submit proposals for the 2026 meeting by December 25, 2025.

Board of directors and corporate governance

• Board consists of nine directors, 89% independent, 56% women and minority representation.

• Independent Chair, director resignation policy, annual self-evaluations, overboarding policy, and regular risk assessment.

• Four standing committees: Audit, Human Capital and Compensation, Nominating and Governance, Technology and Strategy.

• Board and committees conduct annual evaluations and require ongoing director education.