UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 16, 2023, Semtech Corporation, a Delaware corporation (“Semtech”), announced that Mohan Maheswaran intends to retire from his role as Semtech’s President and Chief Executive Officer. In connection with his retirement, Mr. Maheswaran and Semtech entered into a Transition and Retirement Agreement on March 14, 2023 (the “Transition and Retirement Agreement”). Mr. Maheswaran is expected to remain a member of Semtech’s Board of Directors (the “Board”) until his retirement as Semtech’s President and Chief Executive Officer.
Pursuant to the Transition and Retirement Agreement, Mr. Maheswaran has agreed to provide transition support to Semtech for a period of 18 months. Mr. Maheswaran will continue to serve as Chief Executive Officer of Semtech until the earlier of September 14, 2024 or a date determined by the Board. At such time, Mr. Maheswaran’s retirement as an officer and employee of Semtech will be effective and he will also retire as a member of the Board. Following his retirement and through September 14, 2024, Mr. Maheswaran will continue to provide transition support to Semtech as a consultant. Mr. Maheswaran will continue to be paid his base salary (at the current rate of $750,000 annually) through his retirement date and, pursuant to the Transition and Retirement Agreement, Mr. Maheswaran will be eligible to receive a target annual bonus for fiscal year 2024 ($937,500), pro-rated for the portion of fiscal year 2024 that he serves as Semtech’s Chief Executive Officer. No cash compensation is payable for the period of time Mr. Maheswaran provides consulting services under the Transition and Retirement Agreement. The Transition and Retirement Agreement also includes a general release of any claims by Mr. Maheswaran.
In connection with the Transition and Retirement Agreement, Semtech granted Mr. Maheswaran a restricted stock unit award with respect to 232,635 shares of Semtech common stock. The restricted stock units are scheduled to vest in six substantially equal installments (on a quarterly basis) over the 18-month transition period, with vesting subject to Mr. Maheswaran’s continued service, and his compliance with his other obligations under the Transition and Retirement Agreement, through the applicable vesting date. The outstanding and unvested restricted stock units subject to the award will accelerate and become fully vested upon Mr. Maheswaran’s death, a change in control of Semtech, or if Semtech terminates Mr. Maheswaran’s services during the 18-month transition period in certain circumstances not provided for in the Transition and Retirement Agreement.
The foregoing description of the Transition and Retirement Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Transition and Retirement Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On March 16, 2023, Semtech issued a press release announcing the retirement of Mr. Maheswaran. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.
The information contained in Item 7.01of this Current Report on Form 8-K (including the Exhibit described in this Item 7.01) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be, or be deemed, incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), unless Semtech specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | Transition and Retirement Agreement, dated March 14, 2023, between Mohan Maheswaran and Semtech Corporation | |
| 99.1 | Press Release of Semtech Corporation issued on March 16, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEMTECH CORPORATION | ||||||
| Date: March 16, 2023 | By: | /s/ Emeka N. Chukwu | ||||
| Name: Emeka N. Chukwu | ||||||
| Title: Chief Financial Officer | ||||||