UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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 4, 2020, Ambarella, Inc. held its 2020 Annual Meeting of Shareholders. Of the 34,339,388 ordinary shares outstanding as of April 13, 2020, the record date for the meeting, 28,944,240 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 84% 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 three Class II directors for a term of three years expiring in 2023: |
| Name |
For |
Withheld |
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| Leslie Kohn |
20,934,715 |
1,105,527 |
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| D. Jeffrey Richardson |
21,044,050 |
996,192 |
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| Elizabeth M. Schwarting |
21,830,207 |
210,035 |
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There were 6,903,998 broker non-votes with respect to the election of each of the directors listed above.
In connection with her election to the Board, Ms. Schwarting was also appointed by the Board as a member of the Board’s Nominating and Corporate Governance Committee.
| (ii) | Ratification of appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2021: |
| For: 28,537,253 |
Against: 279,489 |
Abstentions: 127,498 |
| (iii) | Approval, on an advisory basis, of the compensation of the company’s named executive officers: |
| For: 19,895,002 |
Against: 1,997,002 |
Abstentions: 148,238 |
There were 6,903,998 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 8, 2020 |
Ambarella, Inc. | |||||
| /s/ Kevin C. Eichler | ||||||
| Kevin C. Eichler | ||||||
| Chief Financial Officer |