Form 8-K CEVA INC For: May 20

 

 

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 20, 2015

 

 

CEVA, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-49842		77-0556376
(Commission File Number)		(I.R.S. Employer Identification No.)
1943 Landings Dr. Mountain View, CA		94043
(Address of Principal Executive Offices)		(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))

 

 

 

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

On May 20, 2015, the Company held its annual meeting of stockholders, at which the Company’s stockholders approved the following four 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 9, 2015.

Proposal 1: Election of Directors

The following directors were elected at the meeting to serve for a one-year term until the 2016 annual meeting of stockholders:

 

Name		Votes For				Votes Withheld				Broker Non-Vote
Eliyahu Ayalon			14,197,103				340,654				2,480,525
Zvi Limon			14,104,909				432,848				2,480,525
Bruce A. Mann			12,653,160				1,884,597				2,480,525
Peter McManamon			14,364,448				173,309				2,480,525
Sven-Christer Nilsson			14,097,360				440,397				2,480,525
Louis Silver			14,149,059				388,698				2,480,525
Dan Tocatly			13,766,044				771,713				2,480,525
Gideon Wertheizer			14,340,193				197,564				2,480,525

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

The proposal to approve an amendment and restatement of the Company’s Amended and Restated 2002 Employee Stock Purchase Plan to increase by 350,000 shares the number of shares of common stock reserved for issuance thereunder was approved as follows:

 

For 14,374,537		Against 111,106		Abstained 52,114		Broker Non-Vote 2,480,525

Proposal 3: 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, 2015, was ratified as follows:

 

For 16,809,589		Against 153,103		Abstained 55,590		Broker Non-Vote 0

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Proposal 4: Compensation of the Named Executive Officers

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

 

For 14,462,944		Against 20,468		Abstained 54,345		Broker Non-Vote 2,480,525

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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: May 27, 2015				By:		/s/ Yaniv Arieli
						Yaniv Arieli
						Chief Financial Officer

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