Lattice Semiconductor Corporation (LSCC)
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AGM 2023

May 5, 2023

Operator

Good afternoon, and welcome to Lattice Semiconductor Corporation's 2023 Annual Meeting of Stockholders. At this time, I would like to turn the meeting over to Jeff Richardson, the Chairman of the Board of Lattice Semiconductor Corporation.

Jeff Richardson
Chairman of the Board, Lattice Semiconductor

Thank you. I hereby call the meeting to order. Good afternoon. I am 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, I would like to welcome you to our annual meeting of stockholders. We appreciate your attendance, your interest, and most importantly, your support of Lattice. This annual meeting of stockholders is held pursuant to the bylaws of the company and written notice provided to all stockholders of record on the record date. For the convenience of our stockholders, we are holding our annual meeting of stockholders 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 meetings.

Stockholders wishing to ask other questions related to Lattice will be given an opportunity to do so following the meeting. I would now like to introduce you to our General Counsel and Corporate Secretary, Tracy Feanny, who will serve as secretary of this meeting.

Tracy Feanny
SVP, General Counsel, and Secretary, Lattice Semiconductor

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, Mark Jensen, Anjali Joshi, James Lederer, Raejeanne Skillern, and Elizabeth Schwarting, as well as our President and Chief Executive Officer, Jim Anderson, who also sits on our board. The other Lattice officers who are in attendance today are Steve Douglass, Senior Vice President, R&D. Esam Elashmawi, Chief Marketing and Strategy Officer. Terese Kemble, Senior Vice President, Human Resources. Denis Lavallee, Senior Vice President and General Manager, Nexus Software Products. Sherri Luther, Chief Financial Officer. Mark Nelson, Senior Vice President, Worldwide Sales, and Glenn O'Rourke, Senior Vice President, Global Operations. Also attending this meeting are Matthew Dale and Brady Scherbin of Ernst & Young, our independent auditors.

Although EY has indicated that it does not wish to make a statement, their representatives are available to respond to appropriate questions during the general question- and- answer period. Also attending this meeting is Tony Jeffries of Wilson Sonsini Goodrich & Rosati, our outside counsel. In addition, the board of directors 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.

Jeff Richardson
Chairman of the Board, Lattice Semiconductor

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

Tracy Feanny
SVP, General Counsel, and Secretary, Lattice Semiconductor

I have an affidavit of mailing from Computershare Communication Services certifying that notice of this meeting was given to all stockholders of record as of March 10th, 2023, the record date, through the notice of Internet availability of proxy materials, which was distributed on or about March 23rd, 2023, to stockholders as of the record date. I also have a copy of the 2022 annual report, which includes financial statements audited by EY. A copy of this annual 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 2022 annual report, will be filed with the minutes of this meeting.

Jeff Richardson
Chairman of the Board, Lattice Semiconductor

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 March 10th, 2023, the record date. This list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting. Tracy, please file a copy of the list of stockholders with the records of the company. Tracy, will you please present your report of attendance at this meeting so we can determine whether a quorum is present?

Tracy Feanny
SVP, General Counsel, and Secretary, Lattice Semiconductor

On the record date for this annual meeting, there were outstanding and entitled to vote a total of 137,604,326 shares of common stock. I have been informed by the inspector of election that there are 129,573,375 shares of stock represented by proxy, or approximately 94% of all the shares entitled to vote at this meeting. The shares so represented constitute a majority of the voting power of the company's issued and outstanding capital stock entitled to vote at this meeting, and thus constitute a quorum.

Jeff Richardson
Chairman of the Board, Lattice Semiconductor

Thank you, Tracy. On the basis of the report of the secretary and the 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 will now move over to the review of the proposals. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing each of the eight director nominees for a one-year term expiring at the 2024 annual meeting of stockholders. The nominees are Robin A. Abrams, James R. Anderson, Douglas Bettinger, Mark E. Jensen, James P. Lederer, D. Jeffrey Richardson, Elizabeth Schwarting, and Raejeanne Skillern.

Information concerning each of the nominees' principal occupations, service as Lattice board members, skills and qualifications, and other matters which may be an interest, are contained in our proxy statement available on the website used to access this meeting. No other nominations were received prior to the advanced notice deadline established by the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Our board of directors recommends a vote for the election of each of these nominees. Are there any questions or comments on the first proposal? Seeing none, we'll move on to the second proposal. The next matter to come before the meeting is a resolution for ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 30th, 2023.

If the appointment of EY is not ratified, the audit committee will take the vote under advisement in evaluating whether to re-retain EY. Our board of directors recommends a vote for this proposal. Are there any questions or comments on this proposal? Seeing none, we'll move on to the third proposal. Proposal 3 solicits stockholders to approve an advisory resolution on the compensation of our named executive officers for fiscal year 2022, all as described in our proxy statement as amended. The proposal is advisory. Although non-binding, the vote will provide information to our Compensation Committee and our board of directors regarding investor sentiment about our executive compensation philosophy, policies, and practices, which our Compensation Committee and our board of directors will be able to consider when making future executive compensation decisions. Our board of directors recommends a vote for this proposal.

Are there questions or comments on this proposal? Seeing none, we'll move on to the fourth proposal. Proposal four solicits stockholders to approve an advisory resolution on the frequency of future advisory votes concerning executive compensation. This proposal is advisory. Although non-binding, the vote will provide information to our Compensation Committee and our Board of Directors regarding investor sentiment on the desired frequency of future advisory votes on executive compensation, which our Compensation Committee and our Board of Directors will consider when determining the frequency of future advisory votes on executive compensation. Our Board of Directors recommends a vote for a frequency of one year on this proposal. Are there questions or comments on this proposal? Seeing none, we'll move to the last proposal.

Proposal five solicits stockholders to approve the company's 2023 Equity Incentive Plan and the number of shares reserved for issuance under the 2023 Equity Incentive Plan, all as described in our proxy statement as amended. If approved, the 2023 Equity Incentive Plan will replace our expiring 2013 Incentive Plan and will continue in effect until terminated by the plan's administrator. In addition, 12 million shares of the company common stock will be reserved for issuance under the plan, subject to the adjustments set forth in the plan. Our board of directors recommends a vote for this proposal. Are there questions or comments on this proposal? Seeing none, we'll move to the closing of polls. It is 1:09 P.M. on May 5th, 2023, and the polls for voting on all matters are open.

All Lattice stockholders entitled to vote at this meeting have the ability to do so online. 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. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide her preliminary report.

Tracy Feanny
SVP, General Counsel, and Secretary, Lattice Semiconductor

The polls are about to close. If you have not yet voted, please do so. Since everyone has had an opportunity to vote, it is now 1:10 P.M. The polls are closed. The inspector of election has delivered her preliminary report. I will now announce the preliminary results. Mr. Chairman, based on the inspector of election's preliminary report, each of the nominees for director received more than 93% 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 one-year term that will expire in 2024. The vote to ratify the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 30th, 2023, received more than 99% of the votes cast in favor and has been approved.

The advisory vote on the compensation of our named executive officers for fiscal 2022 received more than 96% of the vote cast in favor of the proposal and has been approved. The one-year frequency for the advisory vote on the frequency of future advisory votes on executive compensation received more than 98% of the votes cast and has been approved. The proposal to approve the company's 2023 Equity Incentive Plan and the number of shares reserved for issuance under the 2023 Equity Incentive Plan received more than 92% 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 four business days of this meeting.

Jeff Richardson
Chairman of the Board, Lattice Semiconductor

That concludes the business for the meeting. The meeting is now adjourned. I now invite you to ask any questions you may have regarding the company. Please follow the instructions provided on the virtual meeting screen to submit questions. Ladies and gentlemen, thank you for attending today's meeting. We appreciate your support of Lattice.

Operator

Thank you. This concludes the meeting. You may now disconnect.

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