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 15, 2017
CEVA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-49842 | 77-0556376 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1174 Castro Street, Suite 210 Mountain View, CA |
94040 | |
(Address of Principal Executive Offices) | (Zip Code) |
650/417-7900
(Registrants 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)) |
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 Securities 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 15, 2017, the Company held its annual meeting of stockholders, at which the Companys 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 4, 2017.
Proposal 1: Election of Directors
The following directors were elected at the meeting to serve for a one-year term until the 2017 annual meeting of stockholders:
Name |
Votes For | Votes Withheld | Broker Non-Vote | |||||||||
Eliyahu Ayalon |
16,417,359 | 231,174 | 2,433,891 | |||||||||
Zvi Limon |
16,382,851 | 265,682 | 2,433,891 | |||||||||
Bruce A. Mann |
15,839,623 | 808,910 | 2,433,891 | |||||||||
Maria Marced |
16,578,460 | 70,073 | 2,433,891 | |||||||||
Peter McManamon |
16,420,056 | 228,477 | 2,433,891 | |||||||||
Sven-Christer Nilsson |
16,382,691 | 265,842 | 2,433,891 | |||||||||
Louis Silver |
16,389,901 | 258,632 | 2,433,891 | |||||||||
Gideon Wertheizer |
16,544,823 | 103,710 | 2,433,891 |
Proposal 2: The approval of an amendment and restatement of the Companys 2002 Employee Stock Purchase Plan to increase by 200,000 shares the number of shares of common stock reserved for issuance thereunder, the undersigned Stockholder hereby votes (mark one):
For 16,610,119 | Against 33,300 |
Abstained 5,114 |
Broker Non-Vote 2,433,891 |
Proposal 3: The approval of an amendment and restatement of our 2011 Incentive Plan to increase by 600,000 shares the number of shares of common stock reserved for issuance thereunder, the undersigned Stockholder hereby votes (mark one):
For 15,652,332 | Against 988,623 |
Abstained 7,578 |
Broker Non-Vote 2,433,891 |
Proposal 4: Ratification of Appointment of Independent Auditors
The selection of Kost Forer Gabby & Kassierer, a member of Ernst & Young Global, as independent auditors of the Company for the fiscal year ending December 31, 2017, was ratified as follows:
For 18,981,284 | Against 94,032 |
Abstained 7,108 |
Broker Non-Vote 0 |
Proposal 5: Compensation of the Named Executive Officers
The advisory vote to approve the Companys named executive officer compensation was approved as follows:
For 15,481,502 | Against 1,160,249 |
Abstained 6,782 |
Broker Non-Vote 2,433,891 | |||
Proposal 6: A non-binding vote, whether a non-binding stockholder vote to approve the compensation of the Companys Named Executive Officers should occur every one, two or three years:
| ||||||
One Year 13,627,495 |
Two Year 24,434 |
Three Year 2,988,858 |
Broker Non-Vote 2,441,637 |
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 19, 2017 | By: |
/s/ Yaniv Arieli | ||||
Yaniv Arieli | ||||||
Chief Financial Officer |