Mobileye (NASDAQ: MBLY) shareholders approve board, auditor and pay package

Rhea-AI Filing Summary

Mobileye Global Inc. reported the results of its annual stockholder meeting held on June 18, 2026. A high turnout was recorded, with 163,263,058 Class A shares and 597,768,015 Class B shares present or represented by proxy, accounting for 98.7% of combined voting power as of the April 22, 2026 record date.

All nine director nominees, including CEO Amnon Shashua, were elected, each receiving a substantial majority of votes cast. Stockholders also approved the ratification of the company’s independent registered public accounting firm and gave advisory approval to the company’s executive compensation program, indicating broad support for current governance and pay practices.

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

Voting power represented: 98.7% Class A shares represented: 163,263,058 shares Class B shares represented: 597,768,015 shares +3 more

6 metrics

Voting power represented 98.7% Combined voting power at June 18, 2026 annual meeting

Class A shares represented 163,263,058 shares At annual meeting, record date April 22, 2026

Class B shares represented 597,768,015 shares At annual meeting, record date April 22, 2026

Say-on-pay votes for 6,043,450,224 votes Advisory vote on executive compensation, Proposal 3

Say-on-pay votes against 53,076,746 votes Advisory vote on executive compensation, Proposal 3

Auditor ratification votes for 6,138,238,813 votes Ratification of independent registered public accounting firm, Proposal 2

Key Terms

broker non-votes, advisory vote on executive compensation, independent registered public accounting firm, record date

4 terms

broker non-votes financial

"For each proposal, the table lists For, Withhold/Against, Abstain, and 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.

advisory vote on executive compensation financial

"Proposal 3. Advisory Vote to on Executive Compensation – Approved"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm – Approved"

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.

record date financial

"outstanding as of the close of business on April 22, 2026, the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 07:01 AM Accepted by SEC EDGAR 06/25/2026 - 07:00 AM Learn about SEC filing dates

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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 25, 2026 (June 18, 2026)

Mobileye Global Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41541		88-0666433
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification Number)

c/o Mobileye B.V.

Har Hotzvim, 1 Shlomo Momo HaLevi Street

Jerusalem 9777015, Israel

(Address of principal executive offices and zip code)

+972-2-541-7333

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

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	Name of each exchange on which registered
Common Stock ($0.001 Par Value)	MBLY	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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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.

On June 18, 2026, Mobileye Global Inc. (the “Company”) held its annual meeting of stockholders via virtual webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”). A total of 163,263,058 shares of the Company’s Class A common stock and 597,768,015 shares of the Company’s Class B common stock were present or represented by proxy at the Annual Meeting, representing 98.7% of the combined voting power of the shares of Class A common stock and Class B common stock (voting together as a class) outstanding as of the close of business on April 22, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting. Holders of shares of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on the record date, and holders of shares of the Company’s Class B common stock were entitled to ten votes for each share held as of the record date.

The following are the voting results on the three proposals considered and voted upon at the Annual Meeting, all of which were described in the Proxy Statement.

Proposal 1. Election of Directors – All Directors Elected

Nominee		For		Withhold		Broker Non-Votes
Amnon Shashua		6,070,449,879		26,338,645		44,154,684
Safroadu Yeboah-Amankwah		6,062,362,269		34,426,255		44,154,684
Patrick Bombach		6,067,116,058		29,672,466		44,154,684
Nagasubramaniyan Chandrasekaran		6,068,473,807		28,314,717		44,154,684
Elaine L. Chao		6,094,980,784		1,807,740		44,154,684
Eyal Desheh		6,069,362,035		27,426,489		44,154,684
Claire C. McCaskill		6,069,465,365		27,323,159		44,154,684
Frank D. Yeary		6,092,313,579		4,474,945		44,154,684
David Zinsner		6,070,613,102		26,175,422		44,154,684

Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm – Approved

For		Against		Abstain		Broker Non-Votes
6,138,238,813		1,702,593		1,001,802		-

Proposal 3. Advisory Vote to on Executive Compensation – Approved

For		Against		Abstain		Broker Non-Votes
6,043,450,224		53,076,746		261,554		44,154,684

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 thereunto duly authorized.

	Mobileye Global Inc.
Date: June 25, 2026	By:	/s/ Professor Amnon Shashua
		Professor Amnon Shashua
		Chief Executive Officer

FAQ

What did Mobileye (MBLY) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing nine directors, ratifying the independent registered public accounting firm, and approving an advisory resolution on executive compensation. All three proposals received majority support, reflecting broad backing for Mobileye’s board, auditors, and pay programs.

How strong was shareholder participation at Mobileye’s June 18, 2026 meeting?

Participation was very high. 163,263,058 Class A shares and 597,768,015 Class B shares were represented, amounting to 98.7% of the combined voting power. This high turnout suggests Mobileye’s investors were actively engaged in governance decisions at the annual meeting.

Were Mobileye’s director nominees approved by shareholders in 2026?

Yes, all nine director nominees were elected. Each candidate, including CEO Amnon Shashua and other board members such as Elaine L. Chao and Claire C. McCaskill, received a strong majority of votes cast, with only relatively small withhold and broker non-vote counts reported.

What were the results of Mobileye’s 2026 advisory vote on executive compensation?

The advisory vote on executive compensation was approved. 6,043,450,224 votes were cast in favor, 53,076,746 against, and 261,554 abstentions, with 44,154,684 broker non-votes. These results indicate shareholders generally supported Mobileye’s current executive pay policies and structure.

Did Mobileye (MBLY) shareholders ratify the company’s independent auditor in 2026?

Yes, shareholders ratified the selection of the independent registered public accounting firm. The proposal received 6,138,238,813 votes for, 1,702,593 against, and 1,001,802 abstentions. No broker non-votes were recorded, signaling solid support for Mobileye’s choice of external auditor.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB