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 7, 2016

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 7, 2016, Ambarella, Inc. held its 2016 Annual Meeting of Shareholders.  Of the 32,839,779 ordinary shares outstanding as of April 15, 2016, the record date for the meeting, 25,243,782 ordinary shares were represented at the meeting in person or by proxy, constituting 76.87% 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 two Class I directors for a term of three years expiring in 2019:

 

Name

For

Withheld

 

Chenming C. Hu, Ph.D.

9,394,484

181,693

 

Feng-Ming (Fermi) Wang, Ph.D.

9,385,495

190,682

 

 

 

 

 

 

There were 15,667,605 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, 2017:

 

For: 24,895,686

Against: 256,349

Abstentions: 91,747

 

 

(iii)

Approval, on an advisory basis, of the compensation of the company’s named executive officers:

 

For: 8,842,076

Against: 608,659

Abstentions: 125,442

 

There were 15,667,605 broker non-votes with respect to this proposal.

 

 


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, 2016

 

Ambarella, Inc.

 

 

 

 

 

/s/ George Laplante

 

 

George Laplante

Chief Financial Officer