Good morning. I'm Peter McManamon, the Chairman of the company's Board of Directors, and welcome to CEVA's 2025 annual meeting of stockholders. As in recent years, we're holding the meeting as a virtual meeting, and I will preside over today's meeting. We are pleased with your continued interest in the company and that you're with us, albeit virtually. The following additional directors are also present virtually: Bernadette Andrietti, Amir Panush, Jacqueline Liu, Maria Marced, Sven-Christer Nilsson, Amir Panush, and Louis Silver. The following officers of the company are present virtually: Amir Panush, the company's Chief Executive Officer and Director, and Yaniv Arieli, Chief Financial Officer of the company. Also present virtually are Alfredo Silva, a partner of Morrison & Foerster LLP, the company's outside legal counsel, and Sebastian Teich of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, the corporation's independent auditors.
A representative from CT Hagberg will act as the inspector of elections for this meeting and has provided me with a report summarizing the tabulation of the votes as of the end of business on May 4th, 2025, which report will be supplemented by any additional proxies and ballots received today prior to closing of the polls. I'm sure you can appreciate there are legal formalities that we need to fulfill at this meeting. I'd ask you to bear with me as I go through a prepared script so that we meet those legal requirements and include everything we're required to do. Certain operating procedures for this meeting to provide for the ordinary transactions of business can also be seen on your screen. Let me summarize some of the procedural points.
First, we are recording this meeting, and you will be able to replay a recording of it for one month 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. Second, you can use the question box on your screen to submit questions at any time during the meeting. We can't guarantee that we'll be able to answer all your questions, but we will do our best. Third, you were able to vote during this meeting at any time from the beginning of the meeting through presentation of 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 at this meeting will supersede your earlier vote.
If you've already voted, you do not need to vote again. Fourth, in the event of any technical difficulties before the formal adjournment of the meeting, we may temporarily adjourn and reconvene the meeting in accordance with our bylaws. Item two, notice and stockholder list. The Notice of Internet Availability of Proxy Materials for this meeting was mailed to you on or about March 25th, 2025, and will be filed with an affidavit of mailing with the minutes of the meeting. The proxy statement for this meeting was made available on the website hosted by Broadridge on March 25th, 2025. Only stockholders of record as of March 11, 2025, or persons holding a proxy of such stockholder may vote in on matters represented at this meeting. Based on the record date, 23,910,422 votes of CEVA Common Stock are entitled to vote at this virtual meeting. Item three, quorum.
I will now report on the number of votes of stockholders represented at this virtual meeting. Based on CT Hagberg's report as of May 5, 2025, 18,865,266 shares of the company's common stock were present in person, virtually, or by proxy. This represents a quorum for this virtual meeting. Item four, procedure. 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 in the proxy statement. As I noted earlier, it is not necessary for a stockholder to vote if you've already sent in a proxy unless you want to change your vote. Are there any stockholders who wish to do so on any of the proposals? If not, we will close the polls at this time.
As for each item on the ballot, I will announce the vote tabulation just prior to the start of the virtual meeting unless I am informed by the inspector of elections that a vote given at this virtual meeting changes the outcome of the vote. Final vote totals will be reported in the company's current report on Form 8-K within four business days. Any stockholder desiring to address the meeting today and any of the agenda items will be given an opportunity to do so. However, we ask that any stockholder who wishes to address the meeting focus his or her comments on the agenda item at hand. Five, election of director.
The first matter to be acted upon is the election of eight directors who will serve a one-year term upon election until the next annual general meeting of stockholders to be held in 2026 or until his or her successor is duly elected and qualified. The eight directors are Bernadette Andrietti, Amir Panush, Jacqueline Liu, Maria Marced, Sven-Christer Nilsson, Amir Panush, Louis Silver, and myself. Additional information about the nominated directors is outlined in the proxy statement. The nominations are now in order.
I nominate Bernadette Andrietti, Amir Panush, Maria Marced, Peter McManamon, Sven-Christer Nilsson, Amir Panush, Louis Silver, and myself as directors of the company to serve a one-year term upon election until the next annual meeting of stockholders to be held in 2026.
I second that motion. Are there any questions or discussions? If not, I will announce whether this motion has been carried. Bernadette Andrietti was elected by a total of at least 17,257,553 shares. Voting for approval of the motion, or at least 99% of the common stock present, represented and entitled to vote at the meeting. Mr. Panush was elected by a total of at least 17,365,781 shares. Voting for approval of the motion, or at least 99% of the common stock present, represented and entitled to vote at the meeting. Ms. Liu was elected by a total of at least 15,074,562 shares. Voting for approval of the motion, or at least 86% of the common stock present, represented and entitled to vote at the meeting. Ms. Marced was elected by a total of at least 17,185,565 shares.
Voting for approval of the motion, or at least 98% of the common stock present, represented and entitled to vote at the meeting. Mr. Nilsson was elected by a total of at least 16,272,127 shares. Voting for approval of the motion, or at least 93% of the common stock present, represented and entitled to vote at the meeting. Mr. Panush was elected by a total of at least 17,282,221 shares. Voting for approval of the motion, or at least 99% of the common stock present, represented and entitled to vote at the meeting. Mr. Silver was elected by a total of at least 16,266,884 shares. Voting for approval of the motion, or at least 93% of the common stock present, represented and entitled to vote at the meeting. I was elected by a total of at least 16,510,466 shares.
Voting for approval of the motion, or at least 94% of the common stock present, represented and entitled to vote at the meeting. Item six, approval of an amendment and restatement of the 2002 Employee Stock Purchase Plan. The next matter to be voted upon is the approval of an amendment and restatement of the 2002 Employee Stock Purchase Plan.
I move for the approval of an amendment and restatement of the purchase plan.
I second that motion. Are there any questions or discussions? If not, I will announce whether the motion has been carried. The vote to approve an amendment and restatement of the purchase plan as set forth in greater detail in the proxy statement has been passed by a vote of at least 17,395,371 shares, representing not less than 99% of the shares present or represented and entitled to vote at the virtual meeting. The proposal has been passed. Item seven, approval of an amendment and restatement of the 2011 Equity Incentive Plan. The next matter to be voted upon is the approval of an amendment and restatement of the 2011 Equity Incentive Plan.
I move for the approval of an amendment and restatement of the 2011 Equity Incentive Plan.
I second that motion. Are there any questions or discussions? If not, I will announce whether the motion has been carried. The vote to approve an amendment and restatement of the 2011 Equity Incentive Plan as set forth in greater detail in the proxy statement has been passed by a vote of at least 14,649,644 shares, representing not less than 84% of the shares present or represented and entitled to vote at the virtual meeting. The proposal has been passed. Item eight, advisory vote to approve named executive officer compensation. The next matter to be voted upon is the advisory vote to approve the compensation of the company's named executive officers as set forth in greater detail in the proxy statement.
I move that the compensation of the company's named executive officers as set forth in the proxy statement for this meeting be approved.
I second that motion. Are there any questions or discussions? If not, I will announce whether the motion has been carried. The advisory vote to approve the compensation of the company's named executive officers as set forth in greater detail in the proxy statement has been passed by a vote of at least 14,579,904 shares, representing not less than 83% of the shares present or represented and entitled to vote at the virtual meeting. The proposal has been passed. Item nine, ratification of selection of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as independent auditors of the company for the fiscal year ending December 31, 2025.
The next matter to be voted upon is the ratification of the selection of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as independent auditors of the company for the fiscal year ending December 31, 2025.
I move for the ratification of Kost Forer Gabbay & Kasierer as the company's auditors for fiscal year ending December 31, 2025.
I second that motion. Are there any questions or discussions? If not, I will announce whether the motion has been carried. The vote to ratify the company's independent auditor as Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, for the fiscal year ending December 31, 2025, as set forth in greater detail in the proxy statement, has been passed by a vote of at least 18,426,205 shares, representing not less than 97% of the shares present or represented and entitled to vote at the virtual meeting. The proposal has been passed. Adjournment. Is there any other business to come before the meeting? We would like to adjourn the meeting.
I move that the meeting be adjourned.
I second that motion. Is there any opposition to the motion? This meeting is adjourned. Thank you for attending, and we look forward to seeing you next year.
This concludes today's meeting. You may now disconnect.