Ambarella Inc.

07/01/2026 | Press release | Distributed by Public on 07/01/2026 15:17

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, on June 26, 2026, at the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of Ambarella, Inc. (the "Company"), the Company's shareholders approved the amendment and restatement of the Ambarella, Inc. 2021 Equity Incentive Plan (the "Amended and Restated 2021 Plan"). The Amended and Restated 2021 Plan had been previously approved, subject to shareholder approval at the Annual Meeting, by the Board of Directors of the Company.

A summary of the Amended and Restated 2021 Plan is set forth in "Proposal 4 - Approval of the Ambarella, Inc. 2021 Equity Incentive Plan, as Amended and Restated" on pages 66 to 77 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026. That summary and the foregoing description of the Amended and Restated 2021 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated 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 26, 2026, the Company held its Annual Meeting. Of the 43,861,484 ordinary shares outstanding as of May 5, 2026, the record date for the meeting, 37,856,312 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 86.31% of the outstanding ordinary shares entitled to vote at the meeting.

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 II Directors

Each of the following nominees was elected to serve as a Class II director, to hold office until the Company's 2029 annual meeting of shareholders or until his or her respective successor has been duly elected and qualified.

Name

For Withheld

Gregory M. Bryant

32,445,631 211,504

D. Jeffrey Richardson

29,062,870 3,594,265

Elizabeth M. Schwarting

26,261,730 6,395,405

There were 5,199,177 broker non-votes with respect to this proposal.

(ii)

Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified based on the following results of voting:

For: 37,426,967 Against: 407,966 Abstentions: 21,379
(iii)

Advisory Vote to Approve Executive Compensation

The Company's shareholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement, based on the following results of voting:

For: 30,602,569 Against: 1,984,036 Abstentions: 70,530

There were 5,199,177 broker non-votes with respect to this proposal.

(iv)

Approval of the Amended and Restated 2021 Plan

The Company's shareholders approved the Amended and Restated 2021 Plan based on the following results of voting:

For: 22,122,462 Against: 10,481,483 Abstentions: 53,190

There were 5,199,177 broker non-votes with respect to this proposal.

Ambarella Inc. published this content on July 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 01, 2026 at 21:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]