Semtech stockholders approve 2.1M share increase in equity plan; Board adopts amended bylaws

SEMTECH CORP

Stockholders approved amendment to 2017 Long-Term Equity Incentive Plan, increasing share reserve by 2.1 million shares.
Board adopted amended and restated Bylaws effective June 3, 2025, including updated stockholder nomination procedures and emergency provisions.
All nine director nominees elected; Deloitte & Touche ratified as auditor; say-on-pay passed.
92.7% of shares were present at Annual Meeting.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SEMTECH CORP: Amended and restated bylaws to align with Delaware law, revise stockholder nomination procedures, add severability, and add emergency bylaws (effective 2025-06-03).

Change: bylaw amendment
Effective: 2025-06-03

Exact text from the filing

On June 3, 2025, the Board approved the amendment and restatement of the Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws are effective as of June 3, 2025. The amendments effected by the Amended and Restated Bylaws, among other things: (a) align the Company’s bylaws with developments in Delaware law and jurisprudence; (b) revise the procedural and disclosure requirements applicable to stockholders’ director nominations and proposals for other business; (c) include a provision regarding severability; and (d) add bylaws allowing the Board to operate with reduced procedural requirements during an emergency, as defined in the Delaware General Corporation Law.

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SEMTECH CORP filing history →

Source: SEC EDGAR

accession 0000088941-25-000135

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