UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 21, 2023, Ambarella, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders. Of the 39,589,455 ordinary shares outstanding as of April 14, 2023, the record date for the meeting, 33,498,510 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 84.6% 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 2026 annual meeting of shareholders or until his or her respective successor has been duly elected and qualified.
| Name |
For | Withheld | ||||||
| Leslie Kohn |
26,166,241 | 2,004,211 | ||||||
| D. Jeffrey Richardson |
22,071,152 | 6,099,300 | ||||||
| Elizabeth M. Schwarting |
25,768,680 | 2,401,772 | ||||||
There were 5,328,058 broker non-votes with respect to the election of each of the directors listed above.
(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, 2024 was ratified based on the following results of voting:
| For: 33,362,814 | Against: 115,468 | Abstentions: 20,228 |
(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: 24,978,606 | Against: 3,134,167 | Abstentions: 57,679 |
There were 5,328,058 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 23, 2023 | Ambarella, Inc. | |||||
| /s/ Michael Morehead | ||||||
| Michael Morehead General Counsel and Corporate Secretary | ||||||