Good day everyone, and welcome to the Semtech Corporation Annual Meeting. Now, I'll turn the call over to your host, Chairperson Jane Li. Please go ahead, Jane. Thank you. Hello to everyone. I'm Jane Li, the Chair of the Board of Directors of Semtech Corporation. Welcome to Semtech's 2026 Annual Meeting of Stockholders, which we are holding virtually by means of remote communication. Thank you for attending. I act as Chair of this meeting, and Jeffrey Gutierrez, the Senior Vice President, General Counsel, and Secretary, will act as Secretary for this meeting. In accordance with the Notice of the Meeting, I now call this meeting to order. Before we begin, I would like to introduce to you the other members of the company's Board of Directors and the company's officers who are attending today's virtual meeting. Joining me today are fellow Board Members, Hong Hou, the company's President and Chief Executive Officer, Martin Burvill, Rodolpho Cardenuto, Greg Fischer, Saar Gillai, Paula LuPriore, Julie Ruehl, and Paul Walsh. Also attending today's meeting virtually are Jeffrey Gutierrez, Senior VP, General Counsel and Secretary, Ross Gray, Senior VP and General Manager, IoT Systems and Connectivity Product Group, Jason Green, Executive Vice President, Chief Commercial Officer, Mitch Haws, Senior Vice President, Investor Relations, Mark Lin, Executive Vice President and Chief Financial Officer, Madhu Rayabhari, Senior VP and General Manager, Analog, Mixed-Signal & Wireless Products Group, Imran Sherazi, Senior VP and General Manager, Signal Integrity Products Group, Asaf Silberstein, EVP and Chief Operating Officer, Monica Van Berkel, Senior VP, Chief Human Resources Officer. Next, I would like to mention that we have a representative from Deloitte & Touche, the company's independent registered public accounting firm, participating virtually. The representative will be available to respond to certain questions that you may have later in the meeting. Additionally, we're being assisted today by Tony Carideo, who is representative of Broadridge Financial Solutions, Inc. Mr. Carideo will serve as Inspector of Elections for this annual meeting for the purpose of determining the number of votes present or represented by proxy at this meeting, the authenticity and the validity of proxies, the existence of quorum, and the number of votes cast on each matter. Mr. Carideo has taken his oath as Inspector of Elections. We will hold a question-and-answer session after we have concluded a formal part of our meeting. If any stockholder wishes to ask a question regarding the matters presented, questions may be submitted in the field provided in the web portal at or before the time the matters are before the meeting for consideration. Questions must comply with the rules of conduct and procedures for the meeting. We do not expect any technical difficulties today. In the event we lose our webcast connection or otherwise experience technical difficulties, please allow for some time for these difficulties to be resolved. Our operator may also provide updates through the phone bridge. I would like to turn the meeting over to Jeffrey Gutierrez to take us through the other procedural matters. Thank you, Jane, and thank you all for attending this meeting. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules of conduct which govern this meeting. The rules of conduct are available on the platform you are using to access our virtual meeting. I will now ask Mr. Carideo to report on the mailing of the Notice of this Meeting and the presence of a quorum. Thank you, Mr. Gutierrez. On April 21st, 2026, the proxy materials, including the official Notice of this Annual Meeting and the Proxy Statement, were made available on the Internet. On or about such date, we commenced the mailing of the notice regarding the Internet availability of proxy materials to stockholders of record on the record date, which was April 9, 2026. An affidavit to that effect has been filed with the records of this meeting. Based on Broadridge's final report regarding the proxies submitted by the company's stockholders, I am able to report that the count of shares of common stock present immediately prior to the commencement of this meeting indicated that 85,271,516 shares, or 91.57% of the company's capital stock entitled to vote at this meeting, are present virtually or represented by proxy at this meeting. Thank you, Mr. Carideo. This meets the quorum requirements under our bylaws. Therefore, the meeting is duly constituted, and we may proceed with the business of the meeting. The polls for voting on all matters are hereby open at this time being currently 11:10 A.M. Pacific Time on June 4th, 2026. Voting ballots listing the four items of business to be voted on today are available on the platform you are using to access our virtual meeting. It is not necessary for stockholders to vote by ballot if you've already sent in your proxy cards. If you have not already voted by proxy, or if you wish to revoke your proxy or change your vote on any item of business, you may vote by ballot at this meeting. If you wish to vote by ballot, please access the ballot available in the center of the screen and follow the instructions provided. At this time, I would like to proceed to the official business of the annual meeting. You may vote until I announce that the polls are closed. We have four business items for stockholder voting. Each of the proposals is discussed in our 2026 Proxy Statement. The first proposal to be considered and voted upon is the election of nine directors to serve on the company's Board of Directors until the next annual meeting of stockholders following the election of such directors or until their successors are elected and qualified. The Board of Directors has selected nine of the company's current directors, namely Martin Burvill, Rodolpho Cardenuto, Gregory Fischer, Saar Gillai, Hong Hou, Jane Li, Paula LuPriore, Julie Ruehl, and Paul Walsh, as its nominees for election to the board. The Proxy Statement describes their respective backgrounds beginning on Page 7. No other nominations for directors have been received in accordance with the notice requirements of the company's bylaws. I will now entertain a motion that the Board of Directors' proposed nominees for directors be elected. I so move. I second the motion. A motion to elect the Board of Directors' nominees for the directors has been made and seconded. The company has not received timely notice of any other nominations. Therefore, I declare the nominations closed. The second proposal to be considered and voted upon is the ratification and appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending January 31st, 2027. This proposal can be found on Page 83 of the printed version of the Proxy Statement. The Audit Committee of the company's Board of Directors has appointed Deloitte & Touche to serve in that capacity for the fiscal year ending January 31st, 2027, and is asking the stockholders to ratify that appointment. I will now entertain a motion that the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending January 31st, 2027, be ratified. I so move. I second the motion. A motion to ratify the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending January 31st, 2027, has been made and seconded. A representative from Deloitte & Touche is participating virtually and will answer appropriate questions at this time that have been submitted via the portal. If there are none, discussion on the ratification of the appointment of Deloitte & Touche for the fiscal year ending January 31st, 2027, is now closed. The third proposal to be considered and voted upon is the approval of the advisory resolution regarding the compensation of the company's named executive officers. An explanation of this proposal can be found on Page 85 of the Proxy Statement. I will now entertain a motion that the advisory resolution regarding the compensation of the company's named executive officers be approved. I so move. I second the motion. A motion to approve the advisory resolution regarding the compensation of the company's named executive officers has been made and seconded. At our 2017 annual meeting, our stockholders approved the Semtech Corporation 2017 Long-Term Equity Incentive Plan, which I will refer to as the 2017 plan. At our 2022, 2024, and 2025 annual meetings, our stockholders approved amendments of the 2017 plan respectively. The fourth proposal to be considered and voted upon is the approval of the proposed amendment and restatement of the 2017 plan, which amendment was adopted subject to stockholder approval by the Board of Directors on April 18th, 2026. An explanation of this proposal can be found on Page 86 of the printed version of the Proxy Statement. I will now entertain a motion that the proposed amendment and restatement of the 2017 plan be approved. I so move. I second the motion. A motion to approve the amendment and restatement of the 2017 Plan has been made and seconded. This concludes the proposals to be acted upon at this meeting. I declare the polls for each matter voted upon at this meeting closed at this time, being currently 11:14 A.M. Pacific Time on June 4th, 2026. I would now ask the Inspector of Elections to tabulate the proxies at this time and let us know when he is ready to present the results. Yes. I am ready to present the voting results. I have been informed that the Inspector of Elections has completed the count of the proxies and the ballots and will now present his report. I now recognize Mr. Carideo, the Inspector of Elections. Thank you, Ms. Li. I have completed the count of the proxies and the ballots. I will submit to you a written report, which I will now summarize. 85,271,516 shares, or 91.5%, of the company's capital stock entitled to vote at this meeting are present virtually or represented by proxy at this meeting. With respect to Proposal 1, all nine of the incumbent director nominees nominated by the company's Board of Directors have received the greatest number of votes up to the number of directors to be elected, and therefore have been reelected as directors. They will serve as directors for the term expiring on the date of the next annual meeting of stockholders after today's meeting, or until their successors are elected and qualified. With respect to Proposal 2, a majority of the total number of votes present virtually or represented by proxy and entitled to vote on each proposal were cast for the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending January 31st, 2027. With respect to Proposal number 3, a majority of the total number of votes present virtually or represented by proxy and entitled to vote on such proposal were cast for the approval of the advisory resolution regarding the compensation of the company's named executive officers. With respect to Proposal 4, a majority of the total number of votes present virtually or represented by proxy and entitled to vote on such proposal were cast for the approval of the proposal to amend and restate the Semtech Corporation 2017 Long-Term Equity Incentive Plan. Thank you, Mr. Carideo. Based on the Inspector's report, I hereby declare that the nine nominees for election as directors have been duly elected. Second, the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending January 31st, 2027, has been duly ratified. Third, the advisory resolution regarding the compensation of the company's named executive officers has been approved. The board will take these results into consideration in managing compensation practices for the company's executive officers. Number four, the proposal to amend and restate the Semtech 2017 Long-Term Equity Incentive Plan has been approved. We will report the final results of this meeting in a report filed with the U.S. Securities and Exchange Commission on Form 8-K, to be filed on or before June 10th, 2026. In addition, the minutes of this meeting will reflect the number of votes for Proposal 1, 2, 3, and 4, as reported in the Inspector of Elections' final report. This completes the official business to come before this annual meeting. The meeting is now formally adjourned. At this time, I would like to entertain questions that our stockholders may have. Again, we will continue to observe the rules of conduct. Questions may be submitted by typing in the field under the Ask a Question header on the left-hand side of your screen and clicking Submit. We're providing five minutes for the questions and answers. To help us keep on schedule, we may have to limit the number of questions per stockholder. We will now see if we have received any questions. Okay. No questions. I can go directly. Yeah. Seeing that there are no questions, this concludes our meeting today. We would like to again express our appreciation to the stockholders who attended today, as well as those stockholders who submitted their proxies but were not able to attend virtually. I would also like to take this opportunity on behalf of the board to thank Semtech's employees and stockholders for their continued support. That concludes our meeting today. You may now disconnect.
Loading workspace