Semtech (SMTC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, to elect nine directors, ratify the appointment of Deloitte & Touche LLP as auditor for fiscal year 2027, approve executive compensation, and amend and restate the 2017 Long-Term Equity Incentive Plan.

• The Board recommends voting FOR all proposals, emphasizing strong governance, stockholder engagement, and a single voting class structure.

• Forward-looking statements highlight risks such as industry cyclicality, supply chain disruptions, integration challenges, and regulatory changes.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying Deloitte as auditor, approving executive compensation, and amending the 2017 equity plan.

• Shareholders may submit proposals for the 2027 meeting by December 22, 2026, and director nominations by March 6, 2027.

• The Board recommends FOR all proposals.

Board of directors and corporate governance

• The Board is majority independent, with an independent Chair and robust governance practices, including annual evaluations and an overboarding policy.

• Board committees include Audit, Human Capital and Compensation, Nominating and Governance, and Technology and Strategy.

• Directors bring diverse backgrounds, with 44% women or underrepresented groups.

• Stockholder engagement is ongoing, with directors reaching out to holders of 63% of shares.