Ambiq Micro (NYSE: AMBQ) shareholders approve board nominees and KPMG

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ambiq Micro, Inc. held its 2026 Annual Meeting of Stockholders on June 8, 2026. Stockholders elected two Class I directors, Timothy Chen and Ker Zhang, Ph.D., to serve until the 2029 Annual Meeting and until their successors are elected and qualified.

Chen received 9,247,824 votes for and 1,931,909 votes withheld, while Zhang received 9,291,198 votes for and 1,888,535 votes withheld. There were 2,701,784 broker non-votes for each director. Stockholders also ratified the Audit Committee’s selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 13,831,891 votes for, 11,022 against, and 38,604 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Timothy Chen votes for: 9,247,824 votes Timothy Chen votes withheld: 1,931,909 votes Ker Zhang votes for: 9,291,198 votes +5 more

8 metrics

Timothy Chen votes for 9,247,824 votes Election as Class I director at 2026 Annual Meeting

Timothy Chen votes withheld 1,931,909 votes Election as Class I director at 2026 Annual Meeting

Ker Zhang votes for 9,291,198 votes Election as Class I director at 2026 Annual Meeting

Ker Zhang votes withheld 1,888,535 votes Election as Class I director at 2026 Annual Meeting

Broker non-votes per director 2,701,784 votes Director election broker non-votes at 2026 Annual Meeting

KPMG ratification votes for 13,831,891 votes Auditor ratification for fiscal year ending December 31, 2026

KPMG ratification votes against 11,022 votes Auditor ratification for fiscal year ending December 31, 2026

KPMG ratification abstentions 38,604 votes Auditor ratification for fiscal year ending December 31, 2026

Key Terms

Annual Meeting of Stockholders, Class I directors, broker non-votes, independent registered public accounting firm, +2 more

6 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2026."

Class I directors financial

"elected the two Class I directors listed below, each to serve until the Company’s 2029 Annual Meeting"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

broker non-votes financial

"The final voting results are as follows ... Broker Non-Votes"

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.

independent registered public accounting firm financial

"KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

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.

definitive proxy statement regulatory

"These proposals are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/08/2026 - 02:18 PM

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

     Date of Report (Date of earliest event reported): June 08, 2026

    

Ambiq Micro, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-42766	27-1911389
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6500 River Place Blvd. Building 7
Austin, Texas		78730
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 512 879-2850

    

(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:

☐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
Common Stock, $0.000001 par value per share	AMBQ	New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

Ambiq Micro, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2026. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2026.

Proposal 1. Election of Directors.

The Company’s stockholders elected the two Class I directors listed below, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:


Name	Votes For	Votes Withheld	Broker Non-Votes
Timothy Chen	9,247,824	1,931,909	2,701,784
Ker Zhang, Ph.D.	9,291,198	1,888,535	2,701,784

Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:



Votes For	Votes Against	Abstentions
13,831,891	11,022	38,604

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Ambiq Micro, Inc.

Date:	June 8, 2026	By:	/s/ Jeffrey G. Winzeler
		Name: Title:	Jeffrey G. Winzeler Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Ambiq Micro (AMBQ) shareholders vote on at the 2026 annual meeting?

Ambiq Micro shareholders voted on electing two Class I directors and ratifying KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Both the director elections and the auditor ratification received sufficient support to pass.

Which directors were elected at Ambiq Micro’s 2026 Annual Meeting?

Shareholders elected Timothy Chen and Ker Zhang, Ph.D., as Class I directors to serve until Ambiq Micro’s 2029 Annual Meeting of Stockholders. They will serve until their successors are duly elected and qualified or until earlier death, resignation, or removal, consistent with the company’s governance framework.

How did Ambiq Micro (AMBQ) shareholders vote on the KPMG auditor ratification?

Shareholders ratified KPMG LLP as Ambiq Micro’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totals were 13,831,891 shares for, 11,022 shares against, and 38,604 abstentions, indicating strong overall support for the Audit Committee’s selection.

What were the vote totals for Ambiq Micro director Timothy Chen in 2026?

For Timothy Chen’s election as a Class I director, Ambiq Micro recorded 9,247,824 votes for and 1,931,909 votes withheld, along with 2,701,784 broker non-votes. These results confirm that a clear majority of votes cast supported his continued service on the board.

What were the vote totals for Ambiq Micro director Ker Zhang, Ph.D.?

For Ker Zhang, Ph.D., Ambiq Micro shareholders cast 9,291,198 votes for and 1,888,535 votes withheld, with 2,701,784 broker non-votes. The number of votes for exceeded votes withheld by a wide margin, resulting in his election as a Class I director through the 2029 meeting.

Filing Exhibits & Attachments

1 document