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
January 30, 2017
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 30, 2017, the Board of Directors (the “Board”) of Ambarella, Inc. (the “Company”) was notified by Lip-Bu Tan of his intention not to stand for re-election to the Board when his current term expires at the Company’s 2017 Annual Meeting of Shareholders. Mr. Tan has served as a member of the Board since January 2004 and he will continue to serve as a director until the election of directors at the 2017 Annual Meeting. Mr. Tan’s decision not to stand for re-election to the Board is not due to any disagreement with the Company. Mr. Tan currently serves on several boards of directors and wanted to decrease his number of directorships as a result of guidelines adopted by Institutional Shareholder Services (“ISS”).
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: February 2, 2017 | Ambarella, Inc. | |||||
| /s/ George Laplante | ||||||
| George Laplante | ||||||
| Chief Financial Officer | ||||||