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SEMTECH CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

July 2, 2014



Item 5.07 Submission of Matters to Vote of Stockholders.

The Annual Meeting of Stockholders ("Annual Meeting") of Semtech Corporation ("Semtech" or the "Company") was held on June 26, 2014. At the Annual Meeting, stockholders (a) elected the ten nominees identified in the table below to the Board of Directors of the Company to serve until the Company's 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualified, (b) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2015; and (c) approved, on an advisory basis, the compensation paid to the Company's named executive officers as set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2014. Set forth below are the final voting tallies for the Annual Meeting.

The total number of shares present in person or by proxy was 64,638,369 shares or 96.15% of the total shares issued and outstanding, thereby constituting a quorum for the purpose of the Annual Meeting. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.

The following is a tabulation of the votes with respect to each of the proposals: Proposal Number 1 Election of Directors



Name Votes For Votes Withheld Broker Non-Votes Glen M. Antle 57,646,067 3,903,321 3,088,981 W. Dean Baker 61,328,293 221,095 3,088,981 James P. Burra 59,812,159 1,737,229 3,088,981 Bruce C. Edwards 61,283,611 265,777 3,088,981 Rockell N. Hankin 60,875,879 673,509 3,088,981 James T. Lindstrom 59,956,151 1,593,237 3,088,981 Mohan R. Maheswaran 61,024,293 525,095 3,088,981 John L. Piotrowski 61,010,926 538,462 3,088,981 Carmelo J. Santoro 60,273,395 1,275,993 3,088,981 Sylvia Summers 61,372,883 176,505 3,088,981

Proposal Number 2 Ratification of Appointment of Independent Registered Public Accounting Firm Votes For Votes Against Votes Abstained Broker Non-Votes 62,043,152 2,594,134 1,083 0 Proposal Number 3 Advisory (Non-Binding) Vote on Executive Compensation Votes Votes Votes For Against Abstained Broker Non-Votes 59,992,409 1,073,570 483,409 3,088,981 2



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Source: Edgar Glimpses


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