---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-173956"
form_type: "8-K"
ticker: "AMBA"
cik: "0001280263"
company_name: "AMBARELLA INC"
filed_at: "2023-06-23T23:59:59+00:00"
generated_at: "2026-06-13T17:41:44.690547+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Ambarella shareholders elect three Class II directors, ratify auditor, approve advisory say-on-pay

## Summary
- Class II directors Kohn, Richardson, and Schwarting elected with 26.2M, 22.1M, and 25.8M votes for.
- Ratification of PwC as independent auditor for FY ending Jan 31, 2024 passed with 33.4M votes for, 115K against.
- Non-binding advisory vote on named executive officer compensation approved: 25.0M for, 3.1M against.
- Broker non-votes totaled 5.33M for director elections and the say-on-pay proposal.
- Meeting held June 21, 2023; 84.6% of outstanding shares represented.

## SEC filing metadata
- accession: 0001193125-23-173956
- form_type: 8-K
- ticker: AMBA
- cik: 0001280263
- company_name: AMBARELLA INC
- filed_at: 2023-06-23T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1280263/000119312523173956/0001193125-23-173956-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1280263/000119312523173956/d498442d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-173956
- JSON: https://secwatch.observer/filing/0001193125-23-173956.json
- Plain text: https://secwatch.observer/filing/0001193125-23-173956.txt

## Key facts
- Shareholder Votes
  AMBARELLA INC shareholders approved Election of three Class II Directors at the 2023-06-21 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: 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 2026 annual meeting of shareholders or until his or her respective successor has been duly elected and qualified. Name For Withheld Leslie Kohn 26,166,241 2,004,211 D. Jeffrey Richardson 22,071,152 6,099,300 Elizabeth M. Schwarting 25,768,680 2,401,772 There were 5,328,058 broker non-votes with respect to the election of each of the directors listed above.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1280263/000119312523173956/0001193125-23-173956-index.htm
- Shareholder Votes
  AMBARELLA INC shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-21 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024 was ratified based on the following results of voting: For: 33,362,814 Against: 115,468 Abstentions: 20,228
  evidence_url: https://www.sec.gov/Archives/edgar/data/1280263/000119312523173956/0001193125-23-173956-index.htm
- Shareholder Votes
  AMBARELLA INC shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-06-21 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: 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: 24,978,606 Against: 3,134,167 Abstentions: 57,679 There were 5,328,058 broker non-votes with respect to this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1280263/000119312523173956/0001193125-23-173956-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.