secwatch / observer

SEMTECH CORP — fact timeline

Source-grounded facts extracted from SEMTECH CORP's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

SMTC SEMTECH CORP JSON
Shareholder Votes

SEMTECH CORP shareholders approved Proposal Number 4 Amendment and Restatement of the Semtech Corporation 2017 Long-Term Equity Incentive Plan at the 2026-06-04 meeting.

“Proposal Number 4 Amendment and Restatement of the Semtech Corporation 2017 Long-Term Equity Incentive Plan Votes For Votes Against Votes Abstained Broker Non-Votes 79,476,950 1,603,864 108,075 4,082,627”
Shareholder Votes

SEMTECH CORP shareholders approved Proposal Number 3 Advisory (Non-Binding) Vote on Executive Compensation at the 2026-06-04 meeting.

“Proposal Number 3 Advisory (Non-Binding) Vote on Executive Compensation Votes For Votes Against Votes Abstained Broker Non-Votes 79,073,683 1,919,240 195,966 4,082,627”
Shareholder Votes

SEMTECH CORP shareholders approved Proposal Number 2 Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-06-04 meeting.

“Proposal Number 2 Ratification of Appointment of Independent Registered Public Accounting Firm Votes For Votes Against Votes Abstained Broker Non-Votes 84,825,309 346,449 99,758 0”
Shareholder Votes

SEMTECH CORP shareholders approved Proposal Number 1 Election of Directors at the 2026-06-04 meeting.

“Proposal Number 1 Election of Directors Name Votes For Votes Withheld Broker Non-Votes Martin S.J. Burvill 80,447,436 741,453 4,082,627 Rodolpho C. Cardenuto 80,777,381 411,508 4,082,627 Gregory M. Fischer 80,824,293 364,596 4,082,627 Saar Gillai 80,659,648 529,241 4,082,627 Hong Q. Hou 80,945,844 243,045 4,082,627 Ye Jane Li 80,237,575 951,314 4,082,627 Paula LuPriore 80,853,787 335,102 4,082,627 Julie G. Ruehl 80,931,696 257,193 4,082,627 Paul V. Walsh, Jr. 80,813,594 375,295 4,082,627”
Earnings Releases

SEMTECH CORP reported first quarter of fiscal year 2027, which ended April 26, 2026 results: revenue Net sales $ 291.0, net income Net income (loss) $ 26.6, EPS Diluted earnings (loss) per share $ 0.27.

“Net sales $ 291.0 $ 274.4 $ 251.1 Gross margin 52.0 % 50.4 % 52.3 % Operating expenses, net $ 125.7 $ 156.5 $ 95.3 Operating income (loss) $ 25.8 $ (18.3) $ 36.0 Operating margin 8.9 % (6.7) % 14.3 % Interest expense, net $ 1.0 $ 1.0 $ 6.2 Goodwill and intangible impairments $ — $ 44.6 $ — Net income (loss) $ 26.6 $ (29.8) $ 19.3 Diluted earnings (loss) per share $ 0.27 $ (0.32) $ 0.22”
Earnings Releases

SEMTECH CORP reported the fourth quarter and fiscal year 2026, which ended January 25, 2026 results: revenue Record net sales of $274.4 million, net income GAAP diluted loss per share of $0.32.

“Contact: Mitch Haws Semtech Corporation webir@semtech.com Semtech Announces Fourth Quarter and Fiscal Year 2026 Results Fourth Quarter of Fiscal Year 2026 • Record net sales of $274.4 million, up 3% sequentially and up 9% year-over-year • GAAP gross margin of 50.4% and Non-GAAP adjusted gross margin of 51.6% • GAAP operating margin of (6.7)% and Non-GAAP adjusted”
Equity Issuances

SEMTECH CORP issued common stock to certain holders of the Company’s outstanding 2027 Notes and 2028 Notes.

“On October 7, 2025, the Company entered into privately-negotiated exchange agreements with certain holders of the Company’s outstanding 2027 Notes and 2028 Notes with respect to the Exchanges.”
Equity Issuances

SEMTECH CORP issued $402.5 million aggregate principal amount of 0% Convertible Senior Notes due 2030 of convertible note to the Initial Purchasers.

“The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act, and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.”
Debt Financings

SEMTECH CORP incurred convertible notes of up to an additional $52.5 million aggregate principal amount of Notes with U.S. Bank Trust Company, National Association maturing 2030.

“The Company also granted the Initial Purchasers (as defined below) of the Notes an option to purchase, for settlement by (and including) October 15, 2025, up to an additional $52.5 million aggregate principal amount of Notes on the same terms and conditions. The Initial Purchasers exercised their option in full on October 8, 2025, bringing the total aggregate”
Debt Financings

SEMTECH CORP incurred convertible notes of $350 million in aggregate principal amount of 0% Convertible Senior Notes due 2030 with U.S. Bank Trust Company, National Association maturing 2030.

“On October 7, 2025, Semtech Corporation (the “Company”) priced its offering of $350 million in aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “Notes”).”
Governance Changes

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).

“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.”
Debt Financings

SEMTECH CORP amended revolving credit of $455,000,000 with JP Morgan Chase Bank, N.A. at 0.300%.

“increase the total available borrowing capacity under the revolving credit facility by $117,500,000, increasing the total facility size to $455,000,000”

Mark P. Russell departed as Senior Vice President, Global Sales and Marketing at SEMTECH CORP.

“On February 20, 2025, Semtech Corporation, a Delaware corporation (“Semtech” or the “Company”), entered into a Separation and General Release Agreement (the “Separation Agreement”) with Mark P. Russell, the Company’s Senior Vice President, Global Sales and Marketing. The Separation Agreement provides that Mr. Russell’s last day of employment with the Company will be March 6, 2025 (the “Separation Date”).”

Rockell N. Hankin resigned as Director at SEMTECH CORP.

“On November 26, 2024, Rockell N. Hankin, a member of the board of directors (the “Board”) of Semtech Corporation (the “Company”), notified the Board of his decision to resign from the Board effective immediately.”

Sylvia Summers Couder departed as Director at SEMTECH CORP.

“Paul H. Pickle and Sylvia Summers Couder no longer serve as directors on the Board of Directors (the "Board") of the Company.”

Paul H. Pickle departed as Director at SEMTECH CORP.

“Paul H. Pickle and Sylvia Summers Couder no longer serve as directors on the Board of Directors (the "Board") of the Company.”

Hong Q. Hou was appointed as President and Chief Executive Officer at SEMTECH CORP.

“Hong Q. Hou, age 60, who has served as director of the Company since July 2023, will serve as President and Chief Executive Officer, effective as of June 6, 2024.”

Paul H. Pickle was terminated as President and Chief Executive Officer at SEMTECH CORP.

“On June 6, 2024, the Board of Directors (the “Board”) of Semtech Corporation (“Semtech” or the “Company”) terminated Paul H. Pickle as President and Chief Executive Officer of the Company, without cause.”
Earnings Releases

SEMTECH CORP reported financial results for fiscal year 2024, which ended January 28, 2024.

“On March 28, 2024, the Registrant issued a press release announcing its financial results for the fourth quarter and fiscal year 2024, which ended January 28, 2024.”
Earnings Releases

SEMTECH CORP reported third quarter of fiscal year 2024, which ended October 29, 2023 results: revenue $200.9 million, EPS GAAP diluted loss per share of $0.60 and Non-GAAP diluted earnings per share of $0.02.

“Semtech Announces Third Quarter of Fiscal Year 2024 Results • Net sales of $200.9 million, above the midpoint of guidance • GAAP gross margin of 46.3% and Non-GAAP gross margin, above the high-end of guidance, of 51.3% • GAAP diluted loss per share of $0.60 and Non-GAAP diluted earnings per share, above the high-end of guidance, of $0.02”

Julie Garcia Ruehl was appointed as Director at SEMTECH CORP.

“the Company’s Board of Directors (the “Board”) has appointed Julie Garcia Ruehl as an independent member of the Board.”

Mark Lin was appointed as Executive Vice President and Chief Financial Officer at SEMTECH CORP.

“Semtech appointed Mark Lin to serve as the Company’s Executive Vice President and Chief Financial Officer effective October 2, 2023”

Emeka Chukwu departed as Executive Vice President and Chief Financial Officer at SEMTECH CORP.

“Emeka Chukwu, the Company’s former Executive Vice President and Chief Financial Officer, ceased serving as the Company’s Executive Vice President and Chief Financial Officer on the Transition Date.”
Debt Financings

SEMTECH CORP incurred convertible notes of $250 million aggregate principal amount with U.S. Bank Trust Company, National Association at 4.00% per year maturing November 1, 2028.

“Semtech Corporation (the “ Company ”) entered into an indenture (the “ Indenture ”) governing the terms of its $250 million aggregate principal amount of 4.00% Convertible Senior Notes due 2028”
Material Agreements

SEMTECH CORP entered into Indenture with U.S. Bank Trust Company, National Association valued at $250 million aggregate principal amount of 4.00% Convertible Senior Notes due 2028 (effective 2023-10-26).

“On October 26, 2023, Semtech Corporation (the " Company ") entered into an indenture (the " Indenture ") governing the terms of its $250 million aggregate principal amount of 4.00% Convertible Senior Notes due 2028 (the " Notes ") , by and among the Company, the Subsidiary Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee (the " Trustee ").”
Material Agreements

SEMTECH CORP amended Third Amendment to Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent valued at $250 million (effective 2023-10-19).

“On October 19, 2023, Semtech Corporation (the “ Company ”), with certain of its domestic subsidiaries as guarantors, entered into that certain Third Amendment to Third Amended and Restated Credit Agreement (the “ Third Amendment ”) with the lenders referred to therein and JPMorgan Chase Bank, N.A., as administrative agent.”

Mark Lin was appointed as Executive Vice President and Chief Financial Officer at SEMTECH CORP.

“As previously disclosed on a Current Report on Form 8-K filed by Semtech Corporation, a Delaware corporation (“Semtech” or “Company”), on September 8, 2023, Semtech appointed Mark Lin to serve as the Company’s Executive Vice President and Chief Financial Officer effective as of a date, not later than October 4, 2023, to be determined by Mr. Lin and the Company’s Chief Executive Officer (the “Transition Date”). Semtech and Mr. Lin have determined that the Transition Date will be October 2, 2023.”

Gary Beauchamp departed as Executive Vice President and General Manager, Signal Integrity Products Group at SEMTECH CORP.

“On September 14, 2023, Semtech Corporation, a Delaware corporation (“Semtech” or the “Company”), announced that Gary Beauchamp, Semtech’s Executive Vice President and General Manager, Signal Integrity Products Group, will separate from employment with the Company on September 15, 2023.”
Earnings Releases

SEMTECH CORP reported second quarter of fiscal year 2024, which ended July 30, 2023 results: revenue $238.4 million, net income GAAP Net loss attributable to common stockholders was $382.0 million, EPS $5.97 diluted loss per share.

“Net sales of $238.4 million, an increase of 0.8% sequentially and 13.9% year-over-year”

Emeka Chukwu departed as Executive Vice President and Chief Financial Officer at SEMTECH CORP.

“Emeka Chukwu, the Company’s current Executive Vice President and Chief Financial Officer, will continue to serve as Semtech’s Executive Vice President and Chief Financial Officer until the Transition Date.”

Mark Lin was appointed as Executive Vice President and Chief Financial Officer at SEMTECH CORP.

“appointed Mark Lin to serve as the Company’s Executive Vice President and Chief Financial Officer effective as of a date, not later than October 4, 2023”

Hong Q. Hou was appointed as Director at SEMTECH CORP.

“the Company’s Board of Directors (the “Board”) has appointed Hong Q. Hou as an independent member of the Board.”
Shareholder Votes

SEMTECH CORP shareholders approved Advisory (Non-Binding) Vote on Frequency of Executive Compensation Votes at the 2023-06-08 meeting.

“Proposal Number 4 Advisory (Non-Binding) Vote on Frequency of Executive Compensation Votes 1 Year 2 Years 3 Years Abstain 41,069,945 10,786 1,682,564 118,579”
Shareholder Votes

SEMTECH CORP shareholders approved Advisory (Non-Binding) Vote on Executive Compensation at the 2023-06-08 meeting.

“Proposal Number 3 Advisory (Non-Binding) Vote on Executive Compensation Votes For Votes Against Votes Abstained Broker Non-Votes 41,354,074 1,407,473 120,327 5,996,116”
Shareholder Votes

SEMTECH CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-08 meeting.

“Proposal Number 2 Ratification of Appointment of Independent Registered Public Accounting Firm Votes For Votes Against Votes Abstained Broker Non-Votes 48,087,041 699,638 91,312 0”
Shareholder Votes

SEMTECH CORP shareholders approved Election of Directors at the 2023-06-08 meeting.

“Proposal Number 1 Election of Directors Name Votes For Votes Withheld Broker Non-Votes Martin S.J. Burvill 42,055,800 826,075 5,996,116 Rodolpho C. Cardenuto 42,084,282 797,593 5,996,116 Gregory M. Fischer 42,425,080 456,795 5,996,116 Saar Gillai 42,034,546 847,329 5,996,116 Rockell N. Hankin 40,294,556 2,587,319 5,996,116 Ye Jane Li 41,924,577 957,298 5,996,116 Paula LuPriore 42,124,799 757,076 5,996,116 Mohan R. Maheswaran 42,228,100 653,775 5,996,116 Sylvia Summers 41,853,993 1,027,882 5,996,116 Paul V. Walsh Jr. 42,419,186 462,689 5,996,116”

Paul H. Pickle was appointed as President and Chief Executive Officer at SEMTECH CORP.

“appointed Paul H. Pickle to serve as the Company’s President and Chief Executive Officer effective as of a date, after June 8, 2023 and not later than June 30, 2023, to be mutually agreed between Mr. Pickle and the Chair of the Board (with Mr. Pickle’s first day of employment in such capacity, the “Transition Date”). On June 7, 2023, Mr. Pickle and the Chair of the Board agreed that the Transition Date will be June 30, 2023.”

Mohan Maheswaran retired as President and Chief Executive Officer at SEMTECH CORP.

“Mohan Maheswaran’s retirement as the Company’s President and Chief Executive Officer, and as a member of the Board, will be effective June 29, 2023.”
Earnings Releases

SEMTECH CORP reported the first quarter of fiscal year 2024, which ended April 30, 2023 results: revenue $236.5 million, net income $29.4 million, EPS $0.46 diluted loss per share.

“Results on a GAAP basis for the First Fiscal Quarter 2024 • Net sales were $236.5 million • GAAP Gross margin was 43.5% • GAAP SG&A expense was $58.1 million • GAAP R&D expense was $51.8 million • GAAP Operating margin was (5.0)% • GAAP Interest expense was $20.5 million - more - 2 Semtech Announces First Quarter of Fiscal Year 2024 Results • GAAP Net loss attributable to common stockholders was $29.4 million or $0.46 diluted loss per share”

Paul H. Pickle was appointed as Director at SEMTECH CORP.

“the Board also appointed Mr. Pickle as a member of the Board”

Paul H. Pickle was appointed as President and Chief Executive Officer at SEMTECH CORP.

“the Board appointed Paul H. Pickle to serve as the Company’s President and Chief Executive Officer effective as of a date, after June 8, 2023 and not later than June 30, 2023”

Mohan Maheswaran departed as Director at SEMTECH CORP.

“he will also retire as a member of the Company’s Board of Directors”

Mohan Maheswaran departed as President and Chief Executive Officer at SEMTECH CORP.

“Mohan Maheswaran intends to retire from his role as the Company’s President and Chief Executive Officer”

Paul V. Walsh, Jr. was appointed as Director at SEMTECH CORP.

“Pursuant to the Cooperation Agreement and effective April 14, 2023, the Company increased the size of its board of directors (the “Board”) from ten to twelve directors and appointed Gregory M. Fischer and Paul V. Walsh, Jr. (together, the “New Directors”) as independent members of the Board.”

Gregory M. Fischer was appointed as Director at SEMTECH CORP.

“Pursuant to the Cooperation Agreement and effective April 14, 2023, the Company increased the size of its board of directors (the “Board”) from ten to twelve directors and appointed Gregory M. Fischer and Paul V. Walsh, Jr. (together, the “New Directors”) as independent members of the Board.”
Earnings Releases

SEMTECH CORP reported fourth quarter and fiscal year 2023, which ended January 29, 2023 results: revenue $ 167.5, net income $ (51.0), EPS $ (0.80).

“year 2024 Results on a GAAP basis for the Fourth Quarter and Fiscal Year 2023 ($ in millions, except for diluted (loss) earnings per share data) Q4 FY2023 FY2023 Net Sales $ 167.5 $ 756.5 GAAP Gross Margin 59.7 % 63.3 % GAAP SG&A Expense $ 102.0 $ 235.8 GAAP R&D Expense $ 52.9 $ 167.5 GAAP Operating Expense $ 155.7 $ 385.8 GAAP Operating Margin (33.2) %”
Material Agreements

SEMTECH CORP entered into Cooperation Agreement with Lion Point Capital, LP valued at Board composition, standstill, voting and other obligations (effective 2023-03-17).

“On March 17, 2023, Semtech Corporation (the “ Company ”) entered into a cooperation agreement (the “ Agreement ”) with Lion Point Capital, LP and certain of its affiliates (“ Lion Point ”).”

Mohan Maheswaran departed as President and Chief Executive Officer at SEMTECH CORP.

“Mohan Maheswaran intends to retire from his role as Semtech’s President and Chief Executive Officer.”

Asaf Silberstein was appointed as Executive Vice President and Chief Operating Officer at SEMTECH CORP.

“On March 9, 2023, the Board of Directors of Semtech Corporation, a Delaware corporation (“Semtech”), appointed Asaf Silberstein, age 53, as Semtech’s Executive Vice President and Chief Operating Officer.”
Material Agreements

SEMTECH CORP amended First Amendment to Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. valued at Amendment to increase maximum consolidated leverage ratio covenant, reduce minimum consolidated inte (effective 2023-02-24).

“On February 24, 2023 (the “Effective Date”), Semtech Corporation (the “Registrant”), with certain of its domestic subsidiaries as guarantors, entered into that certain First Amendment to Third Amended and Restated Credit Agreement (the “First Amendment”) with the lenders referred to therein and JPMorgan Chase Bank, N.A., as administrative agent. Pursuant to the First Amendment, on the Effective Date hereof, the Registrant’s existing credit agreement was amended to: (i) increase the maximum consolidated leverage ratio covenant for certain test periods as set forth in the First Amendment, (ii) reduce the minimum consolidated interest coverage ratio covenant for certain test periods as set forth in the First Amendment, (iii) increase the interest rate margin applicable to loans under the credit agreement during the covenant relief period as set forth in the First Amendment and (iv) make certain other changes as set forth in the First Amendment, a copy of which is included as Exhibit 10.1”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.