| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
As described in Item 5.07 below, on June 17, 2021, at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Ambarella, Inc. (the “Company”), the Company’s shareholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan replaces the 2012 Equity Incentive Plan. The 2021 Plan had been previously approved, subject to shareholder approval at the Annual Meeting, by the Board of Directors (the “Board”) of the Company.
A summary of the 2021 Plan is set forth in “Proposal No. 5-Approval of the Ambarella, Inc. 2021 Equity Incentive Plan” on pages 54 to 65 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2021. That summary and the foregoing description of the 2021 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the 2021 Plan, which is filed to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 17, 2021, the Company held its 2021 Annual Meeting of Shareholders. Of the 36,263,104 ordinary shares outstanding as of April 16, 2021, the record date for the meeting, 30,999,242 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 85.5% of the outstanding ordinary shares entitled to vote. 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 III directors for a term of three years expiring in 2024: |
| | | | | | | | |
Name | | For | | | Withheld | |
Hsiao-Wuen Hon | | | 26,502,132 | | | | 256,136 | |
Christopher B. Paisley | | | 26,368,923 | | | | 389,345 | |
Andrew W. Verhalen | | | 24,502,069 | | | | 2,256,199 | |
There were 4,240,974 broker non-votes with respect to the election of each of the directors listed above.
| | (ii) | Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022: |
| | | | |
| For: 30,866,390 | | Against: 117,536 | | Abstentions: 15,316 |
| | (iii) | Approval, on an advisory basis, of the compensation of the Company’s named executive officers: |
| | | | |
| For: 24,983,401 | | Against: 1,710,582 | | Abstentions: 64,285 |
There were 4,240,974 broker non-votes with respect to this proposal.
| | (iv) | Approval, on an advisory basis, of the frequency of future votes on the compensation of the Company’s named executive officers: |
| | | | | | |
| 1 Year: 25,183,125 | | 2 Years: 825,768 | | 3 Years: 709,669 | | Abstentions: 39,706 |
There were 4,240,974 broker non-votes with respect to this proposal.
A majority of the votes cast by the shareholders voted, on an advisory basis, to hold an annual advisory vote to approve the compensation of the Company’s named executive officers, which was consistent with the recommendation of the Board included in the Company’s proxy statement. As a result, the Board has decided that the Company will include an advisory vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of holding future advisory votes to approve the compensation of the Company’s named executive officers, which is expected to occur no later than the Company’s Annual Meeting of Shareholders in 2027.
| | (v) | Approval of the Company’s 2021 Equity Incentive Plan: |
| | | | |
| For: 14,609,209 | | Against: 12,029,693 | | Abstentions: 119,366 |
There were 4,240,974 broker non-votes with respect to this proposal.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
