AGM 2020

Jun 8, 2020

Good morning, ladies and gentlemen, and welcome to the annual meeting of stockholders of CEVA Inc. At this time, the meeting will begin, and it is my pleasure to turn the floor over to your host Peter McManaman. Sir, the floor is yours. Thank you. Good morning. I'm Peter McManaman, the Chairman of the company's Board of Directors. Welcome to CEVA's 2020 annual meeting of stockholders. In light of COVID 19, we're holding the meeting for the first time as a virtual meeting. I will preside over today's meeting. Nonetheless, we are pleased with your continued interest in the company and that you are with us, albeit virtually. The following additional directors are also present virtually Bernadette, Andreas, Eli, Alian, Ville Lamond, Bruce Mann, Marine Marzet, Sven Christian Wilson, Bruce Silver, and Gideon Bretheizer. The following officers of the company are present virtually. Given proprietizer, the company's Chief Executive Officer and Director and Yumi Ali, Chief Financial Officer of the company. Also present virtually are Jackie Lu, our partner at Morrison And Forrester LLP, the company's outside legal counsel, I'm Nam Mariet Mariette Maran Hulsky of Kos Fargo Gabby and Kaiser, a member of Ernst And Young Global, the Corporation's independent auditors. A representative from Broadridge Financial Solutions will act as the Inspector of Elections for this meeting and has provided me with a report summarizing the tabulation of the of proxies and ballots received today prior to closing of the polls. I'm sure you can appreciate that our legal formalities that we need to fulfill at this meeting I ask you to bear with me as I go through a pre prepared script so that we meet those legal requirements and include everything we're required to do. The agenda for this meeting can be seen on our computer screen and certain operation procedures for this meeting to provide to provide to the orderly transaction business can also be seen on your screen. Let me summarize some of the procedural points. First, We're recording this meeting and you'll be able to replay a recording of this for 1 year from the Virtual Stockholder Meeting website that was set forth in the proxy statement. Please wait a day or so to allow the recording to be uploaded. 2nd, you can use the question box on your screen to submit questions at any time during the meeting. We cannot guarantee that we will answer all questions, but we will do our best. 3rd, you were able to vote during the meeting, at any time from beginning of the meeting through presentation with the proposals until we close the polls. However, if you have already voted in advance by using an online ballot or a physical proxy card. A vote of this meeting will supersede your earlier vote. If you have already voted, you do not need to vote again. 4th, in the event of any technical difficulties before the formal adjournment of the meeting, we may temporarily adjourn the meeting and reconvene the meeting in accordance with our bylaws. Item number 2, notice and stockholders list. The notice of interest availability of proxy materials for this meeting was mailed to you on or about April 29, 2020. I will be filed with an affidavit of mailing with the minutes of this meeting. The proxy statements for this meeting was made available on the web site hosted by Broadridge on April 29, 2020. Only stockholders of record as of April 16, 2020 our persons holding a proxy of such stockholders may hold a matter's representatives at this meeting. Based on the record date, 22,000,000, 22,000,000 trucks shares of CEVA common stock are entitled to vote at this virtuous meeting. I will now report on the number of votes of stockholders represented at this virtual meeting. Based on Broadridge Report as of June 8, 2020, 17,900,000 shares of the company's common stock or present in person virtually or by proxy. This represents a quorum for this meet for this virtual meeting. To expedite the flow of business at this virtual meeting, each of the matters to be acted upon will be introduced and discussed in the order set forth the proxy statement. As I noted earlier, it is not necessary for a stockholder to vote if you have already voted in a proxy. Unless you wish to change both. Are there any stockholders who wish to do so and any of the proposals? If not, we will close the polls at this time. After each item on the bottom, behind the ballot, I will announce the boat tabulace just prior to the start of the virtual meeting. And unless I am informed by an Inspector of elections that have both given at this virtual meeting, changes the outcome of the launch. Final 4 totals. And backlogs will be reported in the company's current report on Form 8 K within 4 business days. Any stockholders are going to address the meeting today on any of the agenda items who will be given an opportunity to do so. However, we ask that any stockholder who wishes to address the meeting focuses on her comments on the agenda item at hand. The first standard in order to be acted upon is the election of 9 directors who would serve 1 meter term upon election until the next annual meeting of stockholders to be held in 20 21 or until his or her successor is duly elected and qualified. The 9 directors are Bernadette and GSE Eli Allianz, Ville Lamon, Bruce Nann, William Merced, Sven Christian Nielsen, Blue Silber, giving professor and myself. Additional information about the nominees directors is outlined in the proxy statement that nominations are now in order. I nominate Bernadette Andretti in the hour alone, Vinay Moon, Bruce Nine, Maria Merced, Peter McManaman, Chris, Chris, nielsen, Lewis Silver, and Gideon Wertheiser as directors of the company So 1 year term upon election until the next annual meeting of stockholders to be held in 2021. I second just that motion. If not, I will announce whether the motion has been carried. Bernadette NVSE was elected by a total of at least 15,900,000 shares, voting for approval of the motion are at least 99.8% of the common stock present represented and are entitled to vote at the meeting. Mr. Ilan was elected by a total of at least 15,800,000 shares voting for approval of the motion or at least 98.9% to become dot present represented and entitled to vote at the median. Mr. Lamon was elected by a total of at least 14,900,000 shares voting for approval of the motion or at least 93.9 percent of the common stock present represented and entitled to vote at the meeting. Mr. Mann was elected by a total of at least 14,900,000 shares voted for approval of the motion or at least 93.6% of the common stock present, represented, and entitled to vote at the meeting. This Mercedes was elected by a total of at least 15,800,000 shares voted for approval of the motion or at least 99.1% of the common stock present represented an entitled to vote at the meeting. Mr. Nelson was elected by a total of at least 14,600,000 shares for approval of the motion or at least 91.4% of the common stock present represented in the past of the meeting. Vistra Silver was elected by a total of leased 14,900,000 shares 14 were approved as a motion or at least 93.8 percent of common stock presence, representatives, and the titles to go to the meeting. Mr. Gideon Retiser was elected by a total of at least 15,800,000 shares holding for the approval of the motion are at least 98.9% the common stock present represented and entitled to vote at the meeting. However, Alexis by a total of at least 15,700,000 shares voting for approval of the motion are at least 98.4 percent of the common stock present represented and entitled to vote at the meeting. Next item, the amendment and restatement of the 2002 employee stock purchase plan. Next matter to be voted on is to approve an amendment and restatement of the company's 2002 employee stock purchase plan to increase by 350,000 shares. The number of shares of common stock reserved for purchase they're under from 2,500,000 shares to 2.850. 2.8.50 shares, minimum shares. I moved the amendment and restated of the company's 2002 ESPP and set forth in the proxy statement for this meeting be approved. I second the motion. Did any questions or discussions? If not, I will announce that the motion has been carried. The amendment only statement of the company's 2002 employee stock purchase plan is set forth in the greater detail of the proxy statement has been passed by a vote of at least 15,900,000 shares, representing not less than 99.2 percent of the shares present our representatives on entitled to vote at the virtual meeting. The proposal has been passed. The next matter to be voted upon is to approve an amendment and restatement of the company's 2011 incentive plan to increase the number of shares of common stock reserved bridge students there. They're under by 850,000 shares from 2,350,000 shares to 3,200,000 shares and extend the expiration date of the plan to April 5, 2030. Stated that the company's 2011 incentive plan asset for in the proxy statement for this meeting be approved. Are there any questions or discussions? If not, I will announce that motion has been carried. The amendment and restatement of the company's 2011 incentive plan has set sports and greater details. The proxy statement has been passed by a vote of at least 15,800,000 shares representing not less than 98.9% of the shares present are represented and entitled to vote at the virtual meeting. The proposal has been passed. The next honor to be voted upon is the advisory vote to approve the competition of the company's named executive officers and set forth in greater detail in the proxy statement. I moved to the compensation of the company's name, executive officers, and set forth in the proxy statement for this meeting be approved. I second the motion. Are there any questions or discussions? If not, I'll announce whether the motion has been carried. We advise we vote to approve the compensation of the company's named executive officers has set forth in greater detail in the proxy statement has been passed by a vote of at least 16,600,000 shares, representing not less than 0.8% of the shares present are represented in entitled to vote at the virtual meeting. The proposal has been passed. Is there any other business, is there any other business to come before this meeting? If not, then we would like to adjourn the meeting. I second that motion. Is there any opposition to motion? Fine. Thank you. The meeting is adjourned. Thank you for attending, and we look forward to seeing you all next year. Thank you. Thank you, ladies and gentlemen. This does conclude today's shareholder meeting. Thank you for your participation and have a wonderful day. Thank you.