false 0001173489 0001173489 2024-05-21 2024-05-21
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 21, 2024
 
CEVA, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
000-49842
(Commission File Number)
77-0556376
(I.R.S. Employer Identification No.)
   
15245 Shady Grove Road, Suite 400, Rockville, MD
(Address of Principal Executive Offices)
20850
(Zip Code)
 
(240)-308-8328
(Registrant’s Telephone Number, Including Area Code)
 
 

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 (see General Instruction A.2. below):
 
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.001 per share
CEVA
The NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Security Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
On May 21, 2024, Ceva, Inc. (the “Company”) held a virtual annual meeting of stockholders for 2024, at which the Company’s stockholders approved the following three proposals. The proposals are described in detail in the proxy statement for the annual meeting that the Company filed with the Securities and Exchange Commission on April 10, 2024 (the “2024 Proxy Statement”).
 
Proposal 1: Election of Directors
 
The following directors were elected at the meeting to serve for a one-year term until the 2024 annual meeting of stockholders:
 
Name
Votes For
Votes Withheld
Broker Non-Vote
Bernadette Andrietti
16,935,756
804,968
1,393,688
Jaclyn Liu
16,137,308
1,603,416
1,393,688
Maria Marced
17,520,384
220,340
1,393,688
Peter McManamon
16,570,877
1,169,847
1,393,688
Sven-Christer Nilsson
15,805,152
1,935,572
1,393,688
Louis Silver
16,727,254
1,013,470
1,393,688
Amir Panush
17,620,913
119,811
1,393,688
 
Proposal 2: Compensation of the Named Executive Officers
 
The advisory vote to approve the Company’s named executive officer compensation was approved as follows:
 
14,080,418
3,648,387
11,919
1,393,688
For
Against
Abstained
Broker Non-Vote
 
Proposal 3: Ratification of Appointment of Independent Auditors
 
The selection of Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, as independent auditors of the Company for the fiscal year ending December 31, 2024, was ratified as follows:
 
18,350,961
778,627
4,824
-0-
For
Against
Abstained
Broker Non-Vote
 
 

 
 
SIGNATURES
 
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.
 
CEVA, INC.
 
     
Date: May 22, 2024
 
By:
/s/ Yaniv Arieli
 
 
Yaniv Arieli
Chief Financial Officer
 
 
 
v3.24.1.1.u2
Document And Entity Information
May 21, 2024
Document Information [Line Items]  
Entity, Registrant Name CEVA, INC.
Document, Type 8-K
Document, Period End Date May 21, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 000-49842
Entity, Tax Identification Number 77-0556376
Entity, Address, Address Line One 15245 Shady Grove Road
Entity, Address, Address Line Two Suite 400
Entity, Address, City or Town Rockville
Entity, Address, State or Province MD
Entity, Address, Postal Zip Code 20850
City Area Code 240
Local Phone Number 308-8328
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol CEVA
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001173489

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