UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 June 21, 2023, Ambarella, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders. Of the 39,589,455 ordinary shares outstanding as of April 14, 2023, the record date for the meeting, 33,498,510 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 84.6% of the outstanding ordinary shares entitled to vote at the meeting. The matters voted upon at the meeting and the voting results with respect to each such matter are set forth below:
(i) Election of three Class II Directors
Each of the following nominees was elected to serve as a Class II director, to hold office until the Company’s 2026 annual meeting of shareholders or until his or her respective successor has been duly elected and qualified.
| Name |
For | Withheld | ||||||
| Leslie Kohn |
26,166,241 | 2,004,211 | ||||||
| D. Jeffrey Richardson |
22,071,152 | 6,099,300 | ||||||
| Elizabeth M. Schwarting |
25,768,680 | 2,401,772 | ||||||
There were 5,328,058 broker non-votes with respect to the election of each of the directors listed above.
(ii) Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024 was ratified based on the following results of voting:
| For: 33,362,814 | Against: 115,468 | Abstentions: 20,228 |
(iii) Advisory Vote to Approve Executive Compensation
The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement, based on the following results of voting:
| For: 24,978,606 | Against: 3,134,167 | Abstentions: 57,679 |
There were 5,328,058 broker non-votes with respect to this proposal.
Signature
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.
| Dated: June 23, 2023 | Ambarella, Inc. | |||||
| /s/ Michael Morehead | ||||||
| Michael Morehead General Counsel and Corporate Secretary | ||||||
Document and Entity Information |
Jun. 21, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | AMBARELLA INC |
| Entity Incorporation State Country Code | RI |
| Amendment Flag | false |
| Entity Central Index Key | 0001280263 |
| Document Type | 8-K |
| Document Period End Date | Jun. 21, 2023 |
| Entity File Number | 001-35667 |
| Entity Tax Identification Number | 98-0459628 |
| Entity Address, Address Line One | 3101 Jay Street |
| Entity Address, City or Town | Santa Clara |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95054 |
| City Area Code | (408) |
| Local Phone Number | 734-8888 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Ordinary Shares, $0.00045 par value |
| Trading Symbol | AMBA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |