Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 6, 2019

Date of Report (date of earliest event reported)




(Exact name of Registrant as specified in its charter)




Cayman Islands   001-35667   98-0459628

(State or other jurisdiction

of incorporation)



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


(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Ordinary Shares, $0.00045 par value   AMBA   The Nasdaq Global 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 6, 2019, Ambarella, Inc. held its 2019 Annual Meeting of Shareholders. Of the 32,733,984 ordinary shares outstanding as of April 12, 2019, the record date for the meeting, 26,661,953 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 81% 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:



Election of three Class I directors for a term of three years expiring in 2022:



   For      Withheld  

Chenming C. Hu

     17,658,722        341,586  

Teresa H. Meng

     17,701,412        298,896  

Feng-Ming Wang

     17,197,438        802,870  

There were 8,661,645 broker non-votes with respect to the election of each of the directors listed above.



Ratification of appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2020:


For: 26,166,360


Against: 238,689


Abstentions: 256,904



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


For: 16,730,816


Against: 1,008,435


Abstentions: 261,057

There were 8,661,645 broker non-votes with respect to this proposal.


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 12, 2019     Ambarella, Inc.

/s/ Kevin C. Eichler


Kevin C. Eichler

Chief Financial Officer