false 0001173489 0001173489 2021-05-27 2021-05-27
 
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 27, 2021
 
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 27, 2021, the Company held a virtual annual meeting of stockholders for 2021, 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 16, 2021.
 
Proposal 1: Election of Directors
 
The following directors were elected at the meeting to serve for a one-year term until the 2022 annual meeting of stockholders:
 
Name
Votes For
Votes Withheld
Broker Non-Vote
Bernadette Andrietti
15,689,373
107,789
2,889,217
Eliyahu Ayalon
15,395,592
401,750
2,889,217
Zvi Limon
15,289,300
507,862
2,889,217
Jaclyn Liu
8,102,966
7,694,196
2,889,217
Maria Marced
15,773,242
23,920
2,889,217
Peter McManamon
15,491,952
305,210
2,889,217
Sven-Christer Nilsson
15,131,996
665,166
2,889,217
Louis Silver
15,495,965
301,197
2,889,217
Gideon Wertheizer
15,418,911
378,251
2,889,217
 
Proposal 2: 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, 2021, was ratified as follows:
 
18,380,850
 
297,184
 
8,345
 
-0-
For
 
Against
 
Abstained
 
Broker Non-Vote
 
Proposal 3: Compensation of the Named Executive Officers
 
The advisory vote to approve the Company’s named executive officer compensation was approved as follows:
 
15,356,645
 
418,421
 
22,096
 
2,889,217
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: June 1, 2021
 
 
By:
/s/ Yaniv Arieli
 
   
Yaniv Arieli
Chief Financial Officer