CEVA INC
For the period ended May 5, 2025. Filed Mar 25, 2025.
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May 5, 2025 · Filed Mar 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ Preliminary Proxy Statement | ☐ | Confidential, For Use of the Commission |
|---|---|---|
| Only (as permitted by Rule 14a-6(e)(2)) | ||
| ☒ Definitive Proxy Statement | ||
| ☐ Definitive Additional Materials | ||
Ceva, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials:
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
15245 Shady Grove Road, Suite 400
Rockville, Maryland 20850
Notice of Annual Meeting of Stockholders
to be held on May 5, 2025
To the stockholders of Ceva, Inc.:
The annual meeting of stockholders of Ceva, Inc., a Delaware corporation (the “Company”), will be held on Monday, May 5, 2025, at 10:30 a.m., Eastern Time, virtually via the Internet. Stockholders will be able to listen, vote, and submit questions from any remote location that has Internet connectivity via live webcast by logging in at: www.virtualshareholdermeeting.com/CEVA2025. There will be no physical location for stockholders to attend. The purpose of the annual meeting is to consider and vote upon the following matters:
| 1. | To elect eight directors, as specifically set forth in the attached proxy statement, to serve until the 2026 annual meeting of stockholders or until their successors are elected and qualified; |
| 2. | To approve an amendment and restatement of the Company’s 2002 Employee Stock Purchase Plan (the “Purchase Plan”); |
| 3. | To approve an amendment and restatement of the Company’s 2011 Equity Incentive Plan (the “2011 Plan”); |
| 4. | Advisory vote to approve named executive officer compensation; |
| 5. | To ratify the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as independent auditors of the Company for the fiscal year ending December 31, 2025; and |
| 6. | To transact such other business as may properly come before the annual meeting, including any postponements or adjournments thereof. |
Our board of directors presently has no knowledge of any other business to be transacted at the annual meeting.
The foregoing items of business are more fully described in the attached proxy statement.
On or about March 25, 2025, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record on March 11, 2025. The notice will contain instructions on how to vote your shares and how to access an electronic copy of our proxy materials, including this proxy statement and our annual report to stockholders which contains our 2024 consolidated financial statements and other information of interest to you.
Holders of record of our common stock at the close of business on March 11, 2025 are entitled to receive the Notice of Internet Availability of Proxy Materials, this proxy statement and the 2024 annual report and to vote at the annual meeting.
The 2025 annual meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. We urge you to attend the annual meeting virtually by logging into our live webcast at: www.virtualshareholdermeeting.com/CEVA2025. However, to ensure your representation at the annual meeting, please vote as soon as possible and refer to the specific instructions for voting on the Notice of Internet Availability of Proxy Materials.
By order of the board of directors,
/s/ Amir Panush
Amir Panush
Chief Executive Officer
March 25, 2025
Rockville, Maryland
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: The notice, proxy statement and 2024 annual report are available athttp://proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.