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Ambarella (NASDAQ: AMBA) investors approve equity plan, pay and board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ambarella, Inc. held its 2026 Annual Meeting of Shareholders, where investors approved an Amended and Restated 2021 Equity Incentive Plan, elected three Class II directors, and ratified the company’s auditor. Shareholders also approved, on a non-binding advisory basis, compensation for the named executive officers.

The meeting had strong participation, with 37,856,312 of 43,861,484 ordinary shares outstanding as of May 5, 2026 represented, equal to about 86.31% of shares entitled to vote. Gregory M. Bryant, D. Jeffrey Richardson, and Elizabeth M. Schwarting were elected to serve as Class II directors until the 2029 annual meeting or until their successors are elected and qualified.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding record date 43,861,484 ordinary shares Outstanding as of May 5, 2026, record date for Annual Meeting
Shares represented at meeting 37,856,312 ordinary shares Represented in person or by proxy at 2026 Annual Meeting
Participation rate 86.31% of outstanding shares Shares entitled to vote represented at the 2026 Annual Meeting
Votes for Gregory M. Bryant 32,445,631 votes for, 211,504 withheld Election as Class II director
Votes for D. Jeffrey Richardson 29,062,870 votes for, 3,594,265 withheld Election as Class II director
Votes for Elizabeth M. Schwarting 26,261,730 votes for, 6,395,405 withheld Election as Class II director
Broker non-votes on director proposal 5,199,177 broker non-votes Director election proposal at 2026 Annual Meeting
Amended and Restated 2021 Equity Incentive Plan financial
"the Company’s shareholders approved the amendment and restatement of the Ambarella, Inc. 2021 Equity Incentive Plan (the “Amended and Restated 2021 Plan”)"
broker non-votes financial
"There were 5,199,177 broker non-votes with respect to this proposal."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory basis financial
"The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent registered public accounting firm financial
"The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Shareholders financial
"at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Ambarella, Inc."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Understanding 8-K Material Events →
false 0001280263 0001280263 2026-06-26 2026-06-26
 
 

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

June 26, 2026

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.)

3001 Tasman Drive

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Ordinary Shares, $0.00045 par value   AMBA   The Nasdaq Global Select Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, on June 26, 2026, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Ambarella, Inc. (the “Company”), the Company’s shareholders approved the amendment and restatement of the Ambarella, Inc. 2021 Equity Incentive Plan (the “Amended and Restated 2021 Plan”). The Amended and Restated 2021 Plan had been previously approved, subject to shareholder approval at the Annual Meeting, by the Board of Directors of the Company.

A summary of the Amended and Restated 2021 Plan is set forth in “Proposal 4 - Approval of the Ambarella, Inc. 2021 Equity Incentive Plan, as Amended and Restated” on pages 66 to 77 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026. That summary and the foregoing description of the Amended and Restated 2021 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated 2021 Plan, which is filed to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 26, 2026, the Company held its Annual Meeting. Of the 43,861,484 ordinary shares outstanding as of May 5, 2026, the record date for the meeting, 37,856,312 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 86.31% 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 2029 annual meeting of shareholders or until his or her respective successor has been duly elected and qualified.

 

Name

    For      Withheld  

Gregory M. Bryant

      32,445,631        211,504  

D. Jeffrey Richardson

      29,062,870        3,594,265  

Elizabeth M. Schwarting

      26,261,730        6,395,405  

There were 5,199,177 broker non-votes with respect to this proposal.

 

  (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, 2027 was ratified based on the following results of voting:

 

For: 37,426,967    Against: 407,966    Abstentions: 21,379

 

  (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: 30,602,569    Against: 1,984,036    Abstentions: 70,530

There were 5,199,177 broker non-votes with respect to this proposal.

  (iv)

Approval of the Amended and Restated 2021 Plan

The Company’s shareholders approved the Amended and Restated 2021 Plan based on the following results of voting:

 

For: 22,122,462    Against: 10,481,483    Abstentions: 53,190

There were 5,199,177 broker non-votes with respect to this proposal.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

   

Description

10.1    Ambarella, Inc. Amended and Restated 2021 Equity Incentive Plan
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 1, 2026     Ambarella, Inc.
     

/s/ Michael Morehead

     

Michael Morehead

General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Ambarella (AMBA) shareholders approve at the 2026 Annual Meeting?

Shareholders approved the Amended and Restated 2021 Equity Incentive Plan and executive compensation, elected three Class II directors, and ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending January 31, 2027.

How many Ambarella (AMBA) shares were represented at the 2026 Annual Meeting?

A total of 37,856,312 ordinary shares were represented in person or by proxy, out of 43,861,484 shares outstanding as of May 5, 2026, representing approximately 86.31% of the shares entitled to vote.

Which directors were elected at Ambarella’s 2026 Annual Meeting and for how long?

Gregory M. Bryant, D. Jeffrey Richardson, and Elizabeth M. Schwarting were elected as Class II directors, each to serve until Ambarella’s 2029 annual meeting of shareholders or until a respective successor is duly elected and qualified.

Did Ambarella (AMBA) shareholders approve the executive compensation package?

Yes, shareholders approved, on a non-binding advisory basis, the compensation of Ambarella’s named executive officers as disclosed in the company’s proxy statement, indicating support for the existing executive pay program and its disclosed structure.

Was Ambarella’s 2021 Equity Incentive Plan changed at the 2026 meeting?

Shareholders approved the Ambarella, Inc. 2021 Equity Incentive Plan, as Amended and Restated. The detailed terms are described in Proposal 4 of the May 15, 2026 proxy statement and in the full plan text filed as Exhibit 10.1.

Who is Ambarella’s independent registered public accounting firm for fiscal 2027?

PricewaterhouseCoopers LLP was ratified as Ambarella’s independent registered public accounting firm for the fiscal year ending January 31, 2027, following shareholder approval at the 2026 Annual Meeting of Shareholders.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents