Ceva (NASDAQ: CEVA) investors approve board, pay plan and 2026 auditors

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ceva, Inc. reported results of its virtual annual stockholder meeting held on June 2, 2026. Stockholders elected seven directors, including Bernadette Andrietti and Amir Panush, each to serve a one-year term until the 2027 annual meeting.

Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 9,497,742 votes for and 9,405,918 against. They also ratified the appointment of Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, as independent auditors for the fiscal year ending December 31, 2026, with 21,719,768 votes for and 385,124 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director votes - Amir Panush: 18,833,889 votes for Director votes - Bernadette Andrietti: 17,950,281 votes for Say-on-pay votes for: 9,497,742 votes for +3 more

6 metrics

Director votes - Amir Panush 18,833,889 votes for Election to serve until 2027 annual meeting

Director votes - Bernadette Andrietti 17,950,281 votes for Election to serve until 2027 annual meeting

Say-on-pay votes for 9,497,742 votes for Advisory approval of named executive officer compensation

Say-on-pay votes against 9,405,918 votes against Advisory approval of named executive officer compensation

Auditor ratification votes for 21,719,768 votes for Ratification of Kost Forer Gabby & Kasierer for fiscal 2026

Auditor ratification votes against 385,124 votes against Ratification of Kost Forer Gabby & Kasierer for fiscal 2026

Key Terms

broker non-votes, advisory vote, independent auditors, Nasdaq Global Select Market, +1 more

5 terms

broker non-votes financial

"Name | Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

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

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent auditors financial

"as independent auditors of the Company for the fiscal year ending December 31, 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Nasdaq Global Select Market financial

"Common Stock , $0.001 par value | | CEVA | | Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

annual meeting of stockholders financial

"held a virtual annual meeting of stockholders, at which the Company’s stockholders approved the following three proposals"

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Understanding 8-K Material Events →

06/03/2026 - 04:09 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Ceva (CEVA) shareholders decide at the June 2, 2026 annual meeting?

Shareholders elected seven directors for one-year terms, approved on an advisory basis the compensation of named executive officers, and ratified Kost Forer Gabby & Kasierer as independent auditors for the fiscal year ending December 31, 2026.

How did Ceva (CEVA) shareholders vote on director elections in 2026?

Shareholders elected all seven nominees, including Bernadette Andrietti and Amir Panush, to serve until the 2027 annual meeting. Each director received a majority of votes cast, with additional broker non-votes reported for each nominee in the voting results table.

What were the results of Ceva (CEVA) say-on-pay vote in 2026?

The advisory vote on named executive officer compensation passed with 9,497,742 votes for, 9,405,918 against, and 14,552 abstentions, plus 3,196,620 broker non-votes. This reflects stockholder approval of the company’s executive pay program on a non-binding basis.

Which auditing firm did Ceva (CEVA) shareholders ratify for fiscal 2026?

Shareholders ratified Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, as independent auditors for the fiscal year ending December 31, 2026, with 21,719,768 votes for, 385,124 against, and 9,940 abstentions, and no broker non-votes reported.

Were there broker non-votes in Ceva (CEVA) 2026 annual meeting results?

Yes. For the election of each director and the advisory vote on named executive officer compensation, 3,196,620 broker non-votes were reported. For the auditor ratification proposal, no broker non-votes were reported, only votes for, against, and abstentions.

On which exchange is Ceva (CEVA) common stock listed and under what symbol?

Ceva’s common stock, with a par value of $0.001 per share, is listed on the Nasdaq Global Select Market under the trading symbol CEVA. This listing information was included with the annual meeting voting results disclosure.

Filing Exhibits & Attachments

4 documents