Lattice Semiconductor Corporation (LSCC) Earnings Call Transcript & Summary

Good afternoon, and welcome to Lattice Semiconductor Corporation's 2025 Annual Meeting of Stockholders. At this time, I would like to turn the meeting over to Jeff Richardson, the Chair of the Board of Lattice Semiconductor Corporation. Please go ahead.

Thank you. I hereby call the meeting to order, and good afternoon. I'm Jeff Richardson, Chair of the Board of Lattice Semiconductor Corporation. I will be presiding as Chair of this meeting. Along with my fellow directors and executive officers of the company, I'd like to welcome you to our Annual Meeting of Stockholders. We appreciate your support of Lattice. This meeting is held pursuant to the bylaws of the company and written notice provided to all stockholders of record on March 3, 2025, the record date. We are holding our annual meeting virtually. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. During this meeting, questions from stockholders should pertain to the proposals being considered at today's meeting and stockholders wishing to ask other questions related to Lattice will be given the opportunity to do so following the meeting. I would now like to introduce our General Counsel and Corporate Secretary, Tracy Feanny, who will serve as Secretary of this meeting.

Thank you, Jeff. Good afternoon. We would like to introduce the directors of Lattice who are in attendance today. In addition to Jeff, we welcome Robin Abrams; Douglas Bettinger; Que Dallara; John Forsyth; Mark Jensen; James Lederer; Elizabeth Schwarting; as well as our President and Chief Executive Officer, Ford Tamer, who also sits on our Board. In addition, the Board has appointed [ Marie Perez ] of Computershare to serve as the independent inspector of the election for this meeting. I request that she file her oath of office with me as Secretary of the meeting for inclusion in the minutes of this meeting.

Thank you, Tracy. As Secretary of this meeting, will you please report on the evidence of notice given for this meeting.

I have an affidavit of mailing from Computershare certifying that notice of this meeting was given to all stockholders of record as of the record date through the notice of Internet availability of proxy materials, which was distributed on or about March 20, 2025. I also have a copy of the 2024 annual report, which includes financial statements audited by Ernst & Young. A copy of this report was sent or made available to each stockholder entitled to vote at this meeting and an electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of mailing, together with the attachments thereto and the 2024 annual report will be filed with the minutes of this meeting.

Thank you, Tracy. As the secretary of this meeting, Tracy has the list of the holders of record of common stock of the company at the close of business on the record date. This list has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. The Secretary will file a copy of the list of stockholders with the records of the company. Tracy, will you please report whether a quorum is present?

I have been informed by the Inspector of Election that there are stockholders represented at this meeting in-person, including virtually or by proxy holding common stock representing at least a majority of the voting power entitled to be cast at this meeting, which is sufficient for a quorum and transacting the business of this meeting.

Thank you, Tracy. On the basis of the report of the Secretary and Inspector of Elections, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. We'll now review the proposals. The items considered at this meeting are the items set forth in the notice of the 2025 Annual Meeting of Stockholders and proxy statement of the company, each dated March 20, 2025, and mailed or made available to stockholders of the company. The first item of business is the election of directors to serve until the 2026 Annual Meeting of Stockholders or until their respective successors shall have been elected and qualified. Robin Abrams; Douglas Bettinger; Que Thanh Dallara; John Forsyth; Mark Jensen; James Lederer; D. Jeffrey Richardson; Elizabeth Schwarting; and Ford Tamer, have all been nominated to serve as directors. The Secretary has advised me that there were no nominations by stockholders submitted to the company prior to this meeting in accordance with the bylaws. Therefore, I declare the nominations closed. The second item of business is the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026. And our third and last item of business, we are providing our stockholders with the opportunity to cast a nonbinding advisory vote on the compensation of Lattice's named executive officers. Are there any questions pertaining these proposals? Seeing none, we'll move on to the voting. It is 1:06 p.m. on May 2, 2025, and the polls for voting are open. All stockholders entitled to vote may do so online. If you have already voted by proxy, it is not necessary to vote again. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. After voting has been completed, we will close the polls, and the Inspector of Election will provide the preliminary report.

The polls are about to close. So if you have not yet voted, please do so. [Voting]

Since everyone has had an opportunity to vote, it is now 1:06 and the polls are closed. The Inspector of Election has delivered the preliminary report, and I will now announce the preliminary results. Based on the Inspector of Election's preliminary report, each of the nominees for Director received a majority of the votes cast in favor of his or her election and has been elected as a director of the company to serve for a 1-year term that will expire 2026. The vote to rectify the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending January 3, 2026, received a majority of the votes cast in favor and has been approved. The advisory vote on the compensation of our named executive officers for fiscal 2024 received a majority of the votes cast in favor of the proposal and has been approved. We will file the final report of the Inspector of Election with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting.

Thank you. I declare that the proposed slate of directors has been duly elected. The appointment of Ernst & Young as our independent registered public accounting firm for 2025 fiscal year has been duly ratified. And Lattice's executive compensation has been approved by a nonbinding advisory vote. I hereby direct the results of the voting to be incorporated into the minutes of this meeting. That concludes the business for the meeting. The meeting is now adjourned. You may now ask any questions you may have regarding the company following the instructions provided on the virtual meeting screen. Thank you for attending today's meeting. We appreciate your support of Lattice.

That concludes today's meeting. Thank you for your participation. You may now disconnect.