{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-23-015712","form_type":"8-K","ticker":"CEVA","cik":"0001173489","company_name":"CEVA INC","filed_at":"2023-05-24T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.145368+00:00","generated_at":"2026-06-14T15:42:09.190708+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.15,"confidence":"high","headline":"CEVA shareholders elect directors, approve equity plan amendments at 2023 annual meeting","bullets":["All 7 director nominees elected; Bernadette Andrietti received 17.4M votes for, 1.9M broker non-votes.","Amendment and restatement of 2002 Employee Stock Purchase Plan approved with 16.9M for, 773.8K against.","Amendment and restatement of 2011 Equity Incentive Plan approved with 16.7M for, 962.2K against.","Advisory vote on executive compensation approved (15.4M for); Board sets frequency at every 1 year.","Kost Forer Gabby & Kasierer ratified as independent auditor for FY2023 with 18.7M for, 859.8K against."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-23-015712","json":"https://secwatch.observer/filing/0001437749-23-015712.json","markdown":"https://secwatch.observer/filing/0001437749-23-015712.md","text":"https://secwatch.observer/filing/0001437749-23-015712.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1173489/000143774923015712/0001437749-23-015712-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1173489/000143774923015712/ceva20230523_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T15:42:09.190708+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"46e6b36c858d3002e3237540389e8163ac7f621c","claim":"CEVA INC shareholders approved Election of Directors at the 2023-05-23 meeting.","evidence_excerpt":"The following directors were elected at the meeting to serve for a one-year term until the 2024 annual meeting of stockholders: Name Votes For Votes Withheld Broker Non-Vote Bernadette Andrietti 17,355,324 286,759 1,916,030 Jaclyn Liu 14,820,011 2,822,072 1,916,030 Maria Marced 17,465,517 176,566 1,916,030 Peter McManamon 16,848,487 793,596 1,916,030 Sven-Christer Nilsson 16,395,322 1,246,761 1,916,030 Louis Silver 17,142,180 499,903 1,916,030 Gideon Wertheizer 17,318,221 323,862 1,916,030","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1173489/000143774923015712/0001437749-23-015712-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"},{"claim_id":"4af19820c81458b5060e5a859fd11d2efcb39cf0","claim":"CEVA INC shareholders approved Ratification of Appointment of Independent Auditors at the 2023-05-23 meeting.","evidence_excerpt":"Proposal 6: Ratification of Appointment of Independent Auditors The selection of Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, as independent auditors of the Company for the fiscal year ending December 31, 2023, was ratified as follows: 18,692,263 859,781 6,069 -0- For Against Abstained Broker Non-Vote","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1173489/000143774923015712/0001437749-23-015712-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"},{"claim_id":"543dc4361ac66aaeb9696cd0b70a4932f47bce00","claim":"CEVA INC shareholders approved Approval of an Amendment and Restatement of the Company’s 2011 Equity Incentive Plan at the 2023-05-23 meeting.","evidence_excerpt":"Proposal 3: Approval of an Amendment and Restatement of the Company ’ s 2011 Equity Incentive Plan The approval of an amendment and restatement of the 2011 Equity Incentive Plan (the “2011 Plan”) was approved as follows: 16,670,631 962,225 9,227 1,916,030 For Against Abstained Broker Non-Vote","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1173489/000143774923015712/0001437749-23-015712-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"},{"claim_id":"61c289690d1d2aac8bf93b4d032590984c227a37","claim":"CEVA INC shareholders approved Approval of an Amendment and Restatement of the Company’s 2002 Employee Stock Purchase Plan at the 2023-05-23 meeting.","evidence_excerpt":"Proposal 2: Approval of an Amendment and Restatement of the Company ’ s 2002 Employee Stock Purchase Plan The approval of an amendment and restatement of the 2002 Employee Stock Purchase Plan (the “Purchase Plan”) was approved as follows: 16,859,109 773,789 9,185 1,916,030 For Against Abstained Broker Non-Vote","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1173489/000143774923015712/0001437749-23-015712-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"},{"claim_id":"873b3072730a90466da4b84fd1ff5462b5808056","claim":"CEVA INC shareholders approved Approval of the Frequency of the Advisory Vote on Compensation of the Named Executive Officers at the 2023-05-23 meeting.","evidence_excerpt":"Proposal 5: Approval of the Frequency of the Advisory Vote on Compensation of the Named Executive Officers The non-binding vote on whether the frequency of the advisory vote on the compensation of the Company’s named executive officers should occur every one, two or three years was voted on as follows: 16,841,874 8,804 781,094 10,311 One Year Two-Year Three Year Abstained","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1173489/000143774923015712/0001437749-23-015712-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"},{"claim_id":"a271d27d578e989126783a4a6d7f2a15ea942d98","claim":"CEVA INC shareholders approved Compensation of the Named Executive Officers at the 2023-05-23 meeting.","evidence_excerpt":"Proposal 4: Compensation of the Named Executive Officers The advisory vote to approve the Company’s named executive officer compensation was approved as follows: 15,428,007 2,201,254 12,822 1,916,030 For Against Abstained Broker Non-Vote","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1173489/000143774923015712/0001437749-23-015712-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}