8-K 1 ceva20200611_8k.htm FORM 8-K ceva20200611_8k.htm

 


 

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): June 8, 2020

 

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.)

   
   

1174 Castro Street, Suite 210, Mountain View, CA
(Address of Principal Executive Offices)

94040
(Zip Code)

 

 

650/417-7900
(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))

 

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. ☐

 

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

 

 


 

 

 

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On June 8, 2020, the Company held a virtual annual meeting of stockholders for 2020, 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 April 29, 2020.

 

Proposal 1: Election of Directors

 

The following directors were elected at the meeting to serve for a one-year term until the 2020 annual meeting of stockholders:

 

Name

Votes For

Votes Withheld

Broker Non-Vote

Bernadette Andrietti

15,927,054

33,402

1,990,627

Eliyahu Ayalon

15,785,555

174,901

1,990,627

Zvi Limon

14,984,983

975,473

1,990,627

Bruce A. Mann

14,935,379

1,025,077

1,990,627

Maria Marced

15,820,575

139,881

1,990,627

Peter McManamon

15,698,348

262,108

1,990,627

Sven-Christer Nilsson

14,588,224

1,372,232

1,990,627

Louis Silver

14,972,223

988,233

1,990,627

Gideon Wertheizer

15,778,544

181,912

1,990,627

 

Proposal 2: Amendment and Restatement of the 2002 Employee Stock Purchase Plan

 

The approval of an amendment and restatement of the 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder from 2,500,000 shares to 2,850,000 shares, was approved as follows:

 

15,944,330

 

13,814

 

2,312

 

1,990,627

For

 

Against

 

Abstained

 

Broker Non-Vote

 

 

Proposal 3: Amendment and Restatement of the 2011 Equity Incentive Plan

 

The approval of an amendment and restatement of the 2011 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 2,350,000 shares to 3,200,000 shares and extend the expiration date of the plan to April 5, 2030, was approved as follows:

 

15,782,709

 

173,818

 

3,929

 

1,990,627

For

 

Against

 

Abstained

 

Broker Non-Vote

 

2

 

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, 2020, was ratified as follows:

 

16,661,588

 

1,285,742

 

3,753

 

-0-

For

 

Against

 

Abstained

 

Broker Non-Vote

 

Proposal 5: Compensation of the Named Executive Officers

 

The advisory vote to approve the Company’s named executive officer compensation was approved as follows:

 

15,748,006

 

208,437

 

4,013

 

1,990,627

For

 

Against

 

Abstained

 

Broker Non-Vote

 

3

 

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.

 

 

 

 

 

       

 

 

 

 

June 11, 2020

By:

/s/ Yaniv Arieli

 

 

 

Yaniv Arieli

 

 

 

Chief Financial Officer

 

 

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