CEVA INC

8-K · ceva20260603_8k.htm iXBRL

0001173489

 2026-06-02
 2026-06-02

  

  

 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): June 2, 2026

  

  

 CEVA, INC.

 (Exact Name of Registrant as Specified in its 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 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 , $0.001 par value

  

 CEVA

  

 Nasdaq Global Select Market

  

 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 2, 2026, Ceva, Inc. (the “Company”) held a virtual annual meeting of stockholders, 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 20, 2026, as supplemented by definitive additional materials filed on May 26, 2026.

  

 Proposal 1: Election of Directors

  

 The following directors were elected at the meeting to serve for a one-year term until the 2027 annual meeting of stockholders:

  

 Name

 Votes For

 Votes Against

 Abstentions

 Broker Non-Votes

 Bernadette Andrietti

 17,950,281

 955,562

 12,369

 3,196,620

 Amir Faintuch

 18,829,249

 79,064

 9,899

 3,196,620

 Jaclyn Liu

 17,209,702

 1,698,119

 10,391

 3,196,620

 Maria Marced

 18,087,677

 820,145

 10,390

 3,196,620

 Peter McManamon

 18,240,611

 667,701

 9,900

 3,196,620

 Amir Panush

 18,833,889

 73,727

 10,596

 3,196,620

 Louis Silver

 18,108,742

 798,267

 11,203

 3,196,620

  

 Proposal 2: Compensation of the Named Executive Officers

  

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

  

 Votes For

 Votes Against

 Abstentions

 Broker Non-Votes

 9,497,742

 9,405,918

 14,552

 3,196,620

  

 Proposal 3: 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, 2026, was ratified as follows:

  

 Votes For

 Votes Against

 Abstentions

 Broker Non-Votes

 21,719,768

 385,124

 9,940

 -

  

  

  

  

 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 3, 2026

  

  

  

  

 By:

 /s/ Dotan Bar-Natan

  

  

 Name:

 Dotan Bar-Natan

  

  

 Title:

 Chief Legal Officer