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
June 5, 2013
Date of Report (date of earliest event reported)
AMBARELLA, INC.
(Exact name of Registrant as specified in its charter)
| Cayman Islands | 001-35667 | 98-0459628 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
3101 Jay Street
Santa Clara, CA 95054
(Address of principal executive offices)
Registrant’s telephone number, including area code: (408) 734-8888
N/A
(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 (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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 5, 2013, Ambarella, Inc. held its 2013 Annual Meeting of Shareholders. Of the 27,243,003 ordinary shares outstanding as of April 24, 2013, the record date, 22,726,570 ordinary shares were represented at the meeting in person or by proxy, constituting 83.42% of the outstanding ordinary shares entitled to vote. The matters voted upon at the meeting and the vote with respect to each such matter are set forth below:
(i) Election of two Class I directors for a term of three years expiring in 2016:
| Name | For | Withheld | ||||||
| Chenming C. Hu, Ph.D. |
14,696,570 | 141,722 | ||||||
| Feng-Ming (Fermi) Wang, Ph.D. |
14,462,607 | 375,685 | ||||||
There were 7,888,278 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, 2014:
| For: 22,644,963 | Against: 60,131 | Abstentions: 21,476 |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 10, 2013 | Ambarella, Inc. | |||||
| /s/ George Laplante George Laplante Chief Financial Officer | ||||||