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    CEVA Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/5/25 4:20:22 PM ET
    $CEVA
    Computer Software: Programming Data Processing
    Technology
    Get the next $CEVA alert in real time by email
    ceva20250505_8k.htm
    false 0001173489 0001173489 2025-05-05 2025-05-05
     


     
    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
     
     
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