ceva20260603_8k.htm
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 | |