Arteris Inc

DEF 14A 1 d880245ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a party other than the Registrant☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2025

Notice & Proxy Statement

Message from our Chief Executive Officer

Dear Stockholder:

I am proud to say that since our 2021 IPO, our business has shown consistent growth in terms of revenue, customer design starts and royalties. In 2024, we reached $57.7M in revenue with customers shipping over 3 billion System-on-Chips (“SoC”) containing Arteris system IP technology. We also are experiencing growth in our SoC integration automation products.

On behalf of this company and its directors, I thank you, our stockholders, for your continued support of the company’s commitment to provide leading semiconductor SoC technology and reliable support to our customers around the world. With SoC-type semiconductors continuing to be increasingly complex, and new companies designing SoCs that make decisions rather than merely process data, the importance of system IP is becoming key to SoC creation. Growth opportunities presented to Arteris IP continue to expand in applications such as automotive, machine learning/artificial intelligence, 5G communications, enterprise and consumer electronics. Another opportunity is our recent entry into the microcontroller system IP market which is off to a promising start. With a strong balance sheet, proven products and a global customer support force, we believe we are well positioned to deal with challenging trends in the current economic climate and geopolitical landscape. The Arteris IP team is committed to being a leader in our market segment even in challenging economic environments.

With this progress in mind, I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Arteris, Inc., which will be held online at www.proxydocs.com/AIP, on June 3, 2025 at 8:30 a.m. Pacific Time. You must register to attend the meeting online at www.proxydocs.com/AIP no later than June 2, 2025 at 5:00 p.m. Eastern Time.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone or by mail. If you decide to attend the Annual Meeting online, you will be able to vote electronically or via phone using the control number on your proxy card, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation for your interest in Arteris.

Sincerely,

/s/ K. CHARLES JANAC K. Charles Janac Chairman, President and Chief Executive Officer

900 E. Hamilton Ave., Suite 300

Campbell, CA

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2025 (AT 8:30 A.M. PACIFIC TIME)

To the Stockholders of Arteris, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Arteris, Inc., a Delaware corporation (the “Company”), will be held virtually on Tuesday, June 3, 2025, at 8:30 a.m. Pacific Time. You will be able to attend and participate in the Annual Meeting online by registering at www.proxydocs.com/AIP no later than June 2, 2025 at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). Once registered you will receive further instructions via email on how to listen to the meeting live, submit questions, and vote. The Annual Meeting will be held for the following purposes:

(1) To elect two Class I directors to hold office until the 2028 annual meeting of stockholders or until their successors are elected;

(2) To ratify the appointment, by the Audit Committee of the Company’s Board of Directors, of Deloitte & Touche LLP, as the independent registered public accounting firm and independent auditor of the Company for its year ending December 31, 2025; and

(3) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.

Only stockholders who owned common stock of the Company at the close of business on April 10, 2025 (the “Record Date”) can vote at this meeting or any adjournments that take place.

The Board of Directors recommends that you voteFOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement; andFOR the ratification of the appointment of Deloitte & Touche LLP, as the independent registered public accounting firm and independent auditor, as described in Proposal No. 2 of the Proxy Statement.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024 AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ANY ONE OF THE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

By Order of the Board of Directors

/s/ K. CHARLES JANAC

K. Charles Janac

Chairman, President and Chief Executive Officer

Campbell, California

April 23, 2025