UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 14, 2008
Semtech Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-6395 | 95-2119684 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 200 Flynn Road Camarillo, California |
93012-8790 | |
| (Address of Principal Executive Offices) | (Zip Code) |
805-498-2111
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Compensatory Arrangements of Certain Officers
At a meeting on March 14, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of Semtech Corporation (the “Company”) took the following actions, including actions with regard to the compensation of certain executive officers who were named in the Summary Compensation Table of the Company’s 2007 Proxy Statement (the “Named Executive Officers”).
Executive Stock Ownership Guidelines. The Committee approved executive stock ownership guidelines pursuant to which certain executives, including certain of the Named Executive Officers, is (within the next five years) to acquire a level of ownership of Company common stock that has a value equal to at least one times the executive’s base salary.
Restricted Stock Unit Awards to Named Executive Officers. In connection with approving the guidelines, the Committee granted restricted stock unit awards to certain executives, including the following Named Executive Officers, and may make future restricted stock unit awards in its discretion:
| Named Executive Officer |
Number of Restricted Stock Units Granted | |
| Mohan Maheswaran |
6,400 | |
| Emeka Chukwu |
3,500 | |
| Jeffrey T. Pohlman |
3,600 | |
| J. Michael Wilson |
3,600 |
Each restricted stock unit represents a contingent right to receive one share of Company common stock or, in the Committee’s discretion, cash of equivalent value at the time of payment. The restricted stock units vest on the five year anniversary of the grant date, subject to the executive’s continued employment through that date, and are generally payable six months after the executive’s employment with the Company terminates. The form of Restricted Stock Unit Award Certificate used to evidence the awards is attached as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits
| Exhibit 10.1 | Form of Restricted Stock Unit Award Certificate |
SIGNATURE
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.
| Date: March 20, 2008 | SEMTECH CORPORATION | |||||||
| By: | /s/ Emeka Chukwu | |||||||
| Emeka Chukwu | ||||||||
| Chief Financial Officer | ||||||||
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INDEX TO EXHIBITS
| Exhibit Number |
Description of Document | |
| Exhibit 10.1 | Form of Restricted Stock Unit Award Certificate | |
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