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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 5, 2025
 
 
CEVA, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
000-49842
77-0556376
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
15245 Shady Grove Road, Suite 400, Rockville, MD 20850
(Address of Principal Executive Offices, and Zip Code)
 
(240) 308-8328
Registrant’s Telephone Number, Including Area Code
 
Not applicable 
(Former Name or Former Address, if Changed Since Last Report)
 
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:
 
☐
Written communication 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, $0.001 par value
  
CEVA
  
The Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5, 2025, Ceva, Inc. (the “Company”) held a virtual annual meeting of stockholders for 2025, at which the Company’s stockholders approved the following five 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 March 25, 2025, as supplemented by definitive additional materials filed on March 27, 2025.
 
Proposal 1: Election of Directors
 
The following directors were elected at the meeting to serve for a one-year term until the 2025 annual meeting of stockholders:
 
Name
Votes For
Votes Withheld
Broker Non-Vote
Bernadette Andrietti
17,257,553
165,446
1,442,267
Amir Faintuch
17,365,781
57,218
1,442,267
Jaclyn Liu
15,074,562
2,348,437
1,442,267
Maria Marced
17,185,565
237,434
1,442,267
Peter McManamon
16,510,466
912,533
1,442,267
Sven-Christer Nilsson
16,272,127
1,150,872
1,442,267
Amir Panush
17,282,221
140,778
1,442,267
Louis Silver
16,266,884
1,156,115
1,442,267
 
Proposal 2: Approval of an Amendment and Restatement of the Company’s 2002 Employee Stock Purchase Plan
 
The approval of an amendment and restatement of the 2002 Employee Stock Purchase Plan (the “Purchase Plan”) was approved as follows:
 
17,395,371
20,885
6,743
1,442,267
For
Against
Abstained
Broker Non-Vote
 
Proposal 3: Approval of an Amendment and Restatement of the Company’s 2011 Equity Incentive Plan
 
The approval of an amendment and restatement of the 2011 Equity Incentive Plan (the “2011 Plan”) was approved as follows:
 
14,649,644
2,764,294
9,061
1,442,267
For
Against
Abstained
Broker Non-Vote
 
Proposal 4: Compensation of the Named Executive Officers
 
The advisory vote to approve the Company’s named executive officer compensation was approved as follows:
 
14,579,904
2,832,030
11,065
1,442,267
For
Against
Abstained
Broker Non-Vote
 
Proposal 5: 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, 2025, was ratified as follows:
 
18,426,205
436,500
2,561
-
For
Against
Abstained
Broker Non-Vote
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CEVA, INC.
   
Date: May 5, 2025
By:
/s/ Yaniv Arieli
 
Yaniv Arieli
Chief Financial Officer